Blast Of The Past
by Shade Penn
Summary: Slight AU. When Ben Reilly is transported 17 years into the past, he is confronted by a teenage version of his mom, and he is forced to play matchmaker to ensure that he is born. Only that is easier said than done. Fem!Peter
1. Chapter 1

Chapter 1

He pushed the brown bangs out of h his eyes to stare more clearly at the circular arch in the pristine white lab. "Time travel? That's not possible!" he yelled.

His mother stared down her nose at her son, which was difficult since he was in fact a few inches taller than her, but that look in her eyes _made _him _feel_ small. "Ben, time travel is entirely possible, and it _is_ in fact reachable." She explained. The look softened the next moment. "Now, I have to go back to the high school to teach third period, used this free period _productively_ and try not to touch anything."

"Sure thing, mom." Ben said as his mother took off her lab coat and went through the door to the university. Ben looked at the strange device before letting curiosity get the better of him and, with his pack over his shoulder, he went over to it.

"_**You promised though." **_ A voice in the back of his mind sang.

Ben grimaced as his fingers hit the computer. _'Like you're not the least bit curious yourself. Every childs fantasy is time travel.'_

"_**Not a child!"**_ The voice shouted, rather childishly at that. _**"What would Mommy say is she saw this?"**_

Ben scowled at air. 'My _mom.' _He snapped. _'Not yours.'_

"_**You're a real downer, Benny."**_ The voice said and Ben could almost _hear_ the pout in the voice's voice.

But the boy ignored it and began typing away, having seen the effects beforehand and knowing exactly what buttons to push. He waited and saw the arch light up in a blue and yellow swirl of colors. '_Well, I always wanted to go on an adventure.'_

"_**Yeah, big adventure."**_ The voice muttered sarcastically.

Ben rolled his eyes and took a running start at the portal and never bothered to know what the date was set to.

He wanted an adventure, and he was about to get his wish.

A

Ben landed soundly on the ground and saw the portal over him disappear as he looked around. He had landed in an alley way, but he had no doubt that he was still in New York City.

He patted the shoulder strap of his pack to make sure it was still there and adjusted his red and black 'bean cap.'

"_**Hey genius, you have any idea what time where in?"**_ The voice jeered.

Ben paled. "Aw shit." He muttered aloud. Normally when he was alone he didn't mind talking aloud to the voice, but he still didn't like it knowing that no one else could hear the voice in his head and so he didn't often say things aloud. Hell, even his parents had just started getting used to hearing him talk to 'air.' "No problem." He said trying to sound assuring. "Mom will notice. But come on, _we're in the past."_

"_**I'm jumping for joy."**_ The voice said sarcastically. _**"I swear you get your impulsiveness from your Daddy."**_

Ben winced. Only a little though. He didn't particularly mind being compared to his father, only the hateful things they said about him made him angry, but it was the fact the voice was making a distinguishing difference of opinion about their _different_ fathers.

Apparently the voice wasn't ready to accept it's host's father as 'it's own' just yet. Unlike how it readily accepted Ben's mother as 'their mother.' Or 'Mommy' as it so often and affectionately called her.

Ben couldn't even really get angry about it that much anymore. Especially all things considered. But that didn't mean he didn't get annoyed when it still said that.

Ben walked out of the alley and walked past a newspaper stand, only to back track and stare incredulously at the current date.

April 26, _2009_.

'_Oh my..'_ Ben was so shocked that he couldn't even finish his thought. _'This year…this is…'_

"…_**Exactly two years before you were born."**_ The voice finished.

'_Right._' Ben thought and he suddenly had the urge to look u, and when he did, he had to stop himself from gaping as a feminine, costumed, red and blue figure swung across the city.

'_Spider-Woman.'_ Both Ben and the voice said in awe. _'…mom.'_

"_**Looks like we'll get to see how your parents get together first hand."**_The voice stated cheerily.

Ben tried not to pale. _'Correction, I don't want to think about the 'getting together' part.'_

"_**Aw, little Benny is still embarrassed about his Daddy giving him the Talk."**_ The voice said in a baby voice before breaking out in an almost hysterical laugh.

Ben tried not to shudder at that. Now he _really_ wasn't going to think about it. _'Shut it, or _else.'

"_**Or else what? We've gotten along well enough for what, 5 years?" **_The voice asked.

Ben felt an exasperated amount of affection being sent to him and he couldn't help but smile. They were practically 'brothers' after all. _'4 years.'_ He corrected._ 'I've had you since Pat gave you to me when I was 11.'_

"_**Paddy! That's it!" **_The voice cheered. _**"I can show you first hand memories of him and-"**_

'_No way in hell!'_ Ben yelled angrily. _'What ever happened between Pat and Gina is their business. And besides, if you remember correctly, seeing memories of his personal life goes against the agreement I made when I accepted you.'_

"_**Aww.**_" The voice whined. _**"You don't even want to take even a little pe-"**_

'_Toxin!'_ Ben yelled sharply.

The voice was stunned into silence before Toxin muttered _**"Meanie**_" and went silent.

Ben sighed exasperatedly and knew the symbiote was going to give him the cold shoulder for a good, solid half-hour. Or at least until it got unnerved by the sudden silence.

Ben really didn't _like_ arguing with Toxin, but it sometimes go a little overbearing. Like how Toxin got after yelling at Ben for calling the symbiote an 'it' in the first place.

After Ben explained that Toxin really had no form of it's own (humanoid shapes did _not_ count) it was, well, an 'it.'

It was sadly the nicest form of address Ben could give other than the symbiote's name.

And it was probably wise that _no one_ brought up the speech habit Ben picked up whenever he turned into Toxin. He always referred to _himself_ as Toxin in the third person; much to the great amusement of his symbiote partner.

It scared the _hell_ out of his parents though and it took him an entire half-hour to convince that it was still in fact him and the speech glitch was chalked up to the fact Toxin had a rather childish and immature nature

Which was mostly exhibited by referring to his mom as 'Mommy' and his dad as 'Daddy.' And Toxin even called Ben 'Little Benny.'

Ben was brought out of his musings and thoughts by seeing his reflection in the passing window. His hair wasn't long, but his bangs _were_, and most of his hair was dyed blond in a fit of teenage rebellion. He noticed that he had his mother's expressive features and slender build, but he was tall like his father.

Ben was knocked onto the ground and looked over at a girl that looked to be 16 and also looked painfully familiar to him with her shoulder-length brown hair tied back into a ponytail and her doe-brown eyes.

"Sorry, I didn't mean to run into you. Are you alright?" she asked, naked concern on her face.

Ben felt his insides go cold as he stared at her face. "Yes." He finally answered. "But it was really my fault for not paying attention."

The girl smiled as she stood up and slung a pack over her shoulder. "Well, no harm, no foul, right?" Ben nodded. "Er, bye." She said as she walked around him.

Before she could get more than a few feet away, Ben chose to see if his hunch was correct. "Hey, I'm-" he thought fast-"Ben Reilly. What's your name?"

The girl paused as she looked over her shoulder at him and smiled back at him. "Perenna Parker."

* * *

><p>AN: Originally, 'Ben Reilly' was the clone of Peter Parker, but since this is an _AU_, I've made the character the _son_ of _Perenna Parker, Spider-Woman_, if you didn't catch who the figure swinging around the concrete jungle was.

His name really _is_ Ben Reilly in this fic, only 'Reilly' is his _middle_ name. I ain't giving away the father just yet.

Toxin is, like Ben already said, a symbiote. The son of Carnage to be precise, and was originally bonded to Patrick Mulligan. He is the 'Pat' Ben is referring to and _why giving a symbiote to an 11 year old boy is a good idea_ will be explained later. This symbiote differs from the others because it does not try and take over the mind, and its personality really is childish and immature.


	2. Chapter 2

Chapter 2

_'I met my mom.'_

**_"I know, I saw her too."_**

_'This better not be a dream.'_

Too quickly for anyone to see, a small red tendril pulled at a lock of Ben's dyed blond hair.

_'Okay, not dreaming; definitely not dreaming.' _Ben thought rubbing the side of his head where Toxin had pulled his hair.

**"_Good, now that we've established that. You do remember what Mommy used to say about her and your Daddy, right?"_**

Ben multi-tasked by walking and thinking the same time, all the while using inherited 'spider-sense' to keep them from crashing into people. '_Yeah. Hard to believe that two people so close could've hated each other so much.'_

**_"Hate._**_"_ Toxin corrected. **_"They hate each other in _**_this** time frame. All that needs to happen really is for them to be in a situation where they can't deny whatever attraction they felt for each other and 'BOOM' you're existence is assured.'**_

Ben blinked at the crass words. _'Shut it.'_

While he would _always_ be fascinated by his parents relationship, they tended to get go into a little _too much_ detail. Only when they seemed to notice him did they censor certain things. Their talks though only added to Toxin's growing perverseness.

Ben figure that Toxin's rather…_impressionable_ nature was the cause behind this perverted trait. Not that he really wanted to understand it. It would just leave him with a head ache after words.

**_"Let's take a break from all this walking."_** Toxin said and Ben agreed, barely pointing out that fact that it was _him_ doing all the walking for the both of them, but didn't as he sat down on a bus stop bench. **_"Remember when we first met?"_**

_'Unfortunately you serve as a constant reminder of that birthday.'_ Ben thought grumpily as his mind wandered back to his 11th birthday.

_"Happy Birthday Ben!"_

_11 year old Ben smiled at his family and the Mulligans as he blew out the candles. "I want to open the presents first!"_

_Pat smiled and handed him a box. "I think you'll like this." He said as Ben ripped the wrapping paper off and stared blankly at what was inside._

_"What is it, kiddo?" his father asked._

_Ben's eyes flashed with fear as a ghost of a memory that happened two years ago invaded his mind. He could remember another presence latching onto him s his vision was overcome by red; his mind being filled with hate, disgust, jealously, and a twisted sense of possessive contempt._

_That last feeling made him want to throw up. Actually, he was pretty sure that he _had_._

_"Ben?" his mother tried this time, sounding worried._

_"It's a symbiote." Ben said flatly, the only saving grace being that _this_ symbiote was red _and_ black, one tendril was even waving up at him._

_"Your gifts a symbiote? Are you insane?" his father hissed at Patrick._

_Pat stared back defiantly, not even flinching from the look the boy's father was giving him. "Toxin is _not_ Carnage." Ben visibly winced at the name._

_Ben's mother placed a hand on her husband's shoulder to calm him down. "Honey, I know Toxin is different . Pat used it to be a _hero_." She emphasized. "We don't have to worry about losing Ben." Her voice had a rather soothing effect and her husband calmed down._

_"Alright, but that thing tries anything, and I'll blow you _both_ to smithereens, got it? His father threatened. _

_Pat crossed his arms confidently. "Deal." He nodded at the boy. "It's okay, go on."_

_Ben really didn't know if Pat was talking to him or the symbiote, but either way, he held his hand out and felt the red and black goop attach itself to his arm._

_'I gotta admit, I really thought dad would've blow Pat up.'_ Ben thought.

**_"Yeah." _**Toxin agreed almost absently before bursting into almost hysterical giggling. **_"Benny, I swear I'll never forget the face you made when we first met in your head._**"

Ben scowled outright.

_Ben felt himself being fully covered up in symbiote and he really tried so hard not to flinch as he once again felt another presence form in his mind. This one not being the hate and contempt from before, but curiosity and mischief._

_Hopefully though, Pat was right in saying that _this_ symbiote wouldn't hurt him. _

_He opened his eyes when he felt sense of detachment from his body and found himself in a room marked in red and blue, with yellow spider webs. "What…?"_

**_"Nice mind ya got._**_" A childish voice said approvingly._

_Ben froze as he looked up at humanoid form that reminded him strongly of a certain red someone. The only keeping from screaming in terror being that this one was red on top, and black on the bottom. "Toxin." He said upon remembering what Pat had called it._

_Toxin grinned and Ben really did wince that time. **"You should see your face! Hahahaha!"**_

_Ben though cringed again, his rather rational yet irrational fear of Carnage being passed on to this symbiote. "Please don't do that." He muttered._

_Toxin tilted it's head questioningly. **"Why's that? Are you **_**scared** **_me?" _**_It asked snickering. _

_Ben scowled, fear overridden momentarily by indignation. "I'm not scared!" he shouted petulantly. _

_Toxin only continued to chuckle and walked with eerily precise steps over to where Ben was standing, towering over the boy even more as it stopped just short of him. **"You sure?"**_

_Ben stared up, having to tilt his head up and looked into it's large, blank white eyes. "Of course I am." He admitted softly. "But I know Pat wouldn't put me in danger and my parents wouldn't have allowed _this_ to happen unless you could be trusted…sorta anyway."_

**_"That was oddly insightful for a pipsqueak_**_" Toxin mused._

_Ben scowled. His brain registering that there was no great threat from this creature. Annoyance though. "Why me though?"_

_Toxin stared mockingly at Ben. **"It's **_**because_ you're a brat that you're stuck with me. Paddy thinks we could get along very well. He also thinks that since you're young, it's 'even me out,' his words. Not mine obviously."_**

_Ben mulled this over in his own private thoughts. The benefits outweighed the drawback. Really, the only major drawback Ben could think of off the top of his head was that Toxin had the short end of the straw by looking like Carnage. He tried not to shudder._

_Then again, Ben had probably managed to last 3 minutes with this look-alike and wasn't screaming his head off. No way was he going to actually use it yet. _

_They could talk and compromise later after all._

_So holding out his hand, Ben managed to give a shaky smile and said, "Hello Toxin, my name's Ben-"_

The 15 year old was snapped out his thoughts by the bus pulling up on the street. Not wanting to look like he actually _wanted_ to use the bus service, he got up and continued walking. He still had to figure out a plan. And that might be difficult since like his dad, foresight wasn't really his forte.


	3. Chapter 3

Chapter 3

_'Hey, I'm…Ben Reilly.'_

Perenna Parker shook her head. Why was she thinking about that now? Momentarily forgetting about her homework, she thought about the run in with the teenage boy. She had been hurrying home and she hadn't seen him. She hadn't even _sensed_ him.

Her brown eyes narrowed. Why _hadn't_ she sensed him? Even to avoid running into people, her spider-sense warned her beforehand. So how…

Almost involuntarily, she thought of his face. True, she'd never seen 'Ben Reilly' before, but something about him was…_familiar_.

Like she's seen his face before, but she just couldn't place it.

Perenna let out a long-suffering sigh. This was just too frustrating, even science homework was easier trying to figure out. Where had she seen 'Ben' before? She finished up her homework and went down stairs. "Going out Aunt May."

"Remember your curfew." Aunt May reminded her.

Perenna ducked her head. "Yes, Aunt May." She said before going out the door.

Maybe she could call her friends? She looked up absently at the orangish-pink skyline of New York. She still had a few hours until her curfew, so she might as well do something.

Like a sign, the Silver Spoon diner caught her eye and inside the window, she saw Ben Reilly sitting there, eating fries. Suddenly though, his head snapped up and looked right at her.

Perenna let out an involuntary gasp as she looked into his eyes. His brown eyes. They looked o familiar, they looked like..._hers_

But that was crazy, wasn't it?

Ben smiled at her and waved her over. Almost subconsciously, her feet moved on their own and toward the door of the diner, the warm air contrasting sharply with the cool evening air outside.

Perenna walked over to Ben's table and sat down when he nodded to the spot across him. "Hello again." She said courteously.

Ben kept smiling. "Hello again to you too…Perry?" his smiled turned a little queer, as though he wasn't sure it was alright to call her that.

"Yeah, that's me." Perenna replied. "So, you new here?"

Ben paused, looking thoughtful. "You could say that." He said softly. He ate another fry and pushed the plate towards her. "You want some?"

Perenna was about to take one when someone called her name and she looked up before she saw her redheaded friend sit beside her. "Hey, Perenna."

"Hi, Harry."

The other teen boy looked at Ben, then at Perenna. "Am I interrupting something?"

Ben's face went a funny mix of red and green. "This isn't a date." He said defensively. "We met previously and are meeting again now."

Perenna nodded. "That's right, there's nothing going on."

Harry looked rather relieved. "So where's you meet?"

"Earlier today. I bumped into him on my way home." Perenna answered.

Ben nodded at this, neither of the other two teens taking notice of how he glared almost minutely at the red head.

* * *

><p>Perenna hugged the jacket closer to her body as she walked home. She had talked with Harry and got to know Ben more. It had been a bit awkward since Ben seemed to be evading giving any solid answers, but she did manage to get the basic information out of him.<p>

Perenna froze slightly as her spider-sense went off. This could not be happening. She was Spider-Woman, but she was painfully aware that she was just plain old Perenna Parker at the moment.

So lost in thought, Perenna didn't feel a rough hand grabbing her arm painfully and a silver barrel of a gun shoved in her face.

"Hand over your wallet." A guy in a ski mask growled clicking the gun.

Perenna felt her insides freeze and she cursed herself for freezing up like this. A shadow was in her peripheral vision and just when she thought that it was another mugger, a _web_ line shot out and grabbed onto the gun, s sharp jerk yanking it out of the mugger's hand.

Perenna landed on the ground a red and black blur of color knocked into the would-be mugger. She stared at the slightly muscled form of a man with a black spider on his chest and a mostly red mask and large white eyes.

Those eyes turned to her and she could almost _see_ the pitying expression on his face. "Call the cops."

The concern in his unmistakably male voice snapped her out of her stupor and she stumbled to her feet to get a safe distance away and fumbled to get her cell phone out of her pockets. "Hello police…"

* * *

><p>Perenna stared at the hot chocolate in front of her as she glanced around the room. She had imagined she's be in here eventually, to the police station, only as Spider-Woman and not as Perenna Parker.<p>

Across from her sat her friend Gwen Stacy's father, George Stacy. "Perenna, can you tell me what happened tonight?"

Perenna closed her eyes for a moment and nodded. "I was walking home, when this guy in a ski mask grabbed my arm and shoved a gun in my face, telling me to give him my wallet." She explained. Now came the awkward part. "Then…then this guy saved me." That was embarrassing as she was used to _doing_ the saving and not the other way around. "He was wearing a black and red costume and he shot the gun out of the mugger's hand."

"Costumed person that shoots webs?" Captain Stacy questioned raising a brow. "Are you sure it wasn't Spider-Woman that saved you?"

Perenna shook her head. "No. this was definitely a guy. Anyway, the Spider-_man_ kicked the mugger away from me and told me to call the cops."

Captain Stacy looked contemplative for a few moments before moving to the door and opening it. "Would you like a ride home?"

After the night she had? "Yes please."

* * *

><p>"Perenna!"<p>

The brunette girl was engulfed in her aunt's embrace and she hugged back. "Hello Aunt May."

Aunt May pulled back and she checked her niece over. "Go upstairs, and no school tomorrow."

Perenna would've argued with being treated like a child, but she didn't and she headed up stairs. "'Night Aunt May."

Perenna entered her room and was about to drop onto her bed when she realized she needed to change. With a groan, Perenna changed out of her clothes and the costume underneath, and switched it out for a white tank top and blue stripped pajama bottoms. With a sigh, she finally collapsed onto her bed and closed her eyes.

Her thoughts revolving around her red suited savior.


	4. Chapter 4

Chapter 4

**_"That was stupid."_** Toxin stated as it retracted the suit from Ben's fully clothed body and reformed to make a bean cap on his dyed blond head.

Ben's irritation rose. _'What was I supposed to do, just let mom get mugged?'_ Ben shot back. He felt drained though from the fact Toxin had fed off his anger when he stopped and beat up the mugger.

He had gotten over the fact a while back that he was violent in a way that had nothing to do with Toxin's influence. He assumed he had gotten it from his parents.

Speaking of which. _'Mom's safe and sound, that's all that matters.'_ He thought.

**_"I guess."_** Toxin stated derisively. **_"So, where are we on that time line?"_**

_'Well, school's out in a few months and after summer break, the _real_ trials begin.'_ Ben thought.

**_"As Spider-Woman _**_and ** Perenna Parker."**_ Toxin added.

Ben felt confused. _'What do you mean by that?'_

Toxin let out the closest thing to a gasp that it could. **_"What I mean is-you know what? Screw it, you can figure it out yourself, but I will say that you are probably as dense as Mommy."_**

Ben shook his head. _'Now where the can we-I mean _I_ sleep?'_

**_"Why not chose a warehouse? You got me so you won't get cold."_** Toxin said.

_'As much as I hate to agree with you, you are right.'_ Ben relented and began to look out for a suitable warehouse to sleep in.

* * *

><p>Perenna was laying on her bed, staring blankly at the ceiling. Gwen had come by early before school started and had offered to take her homework in. Perenna had thanked her and gave no resistance when the blond girl had hugged her and gave her a sympathetic glance before leaving.<p>

She had no idea what time it was, but assumed it was around noon or one if Aunt May bringing her soup was any indication.

There was a knock at her door and Perenna only called out "Come in" half-heartedly, and was truly surprised by her visitor. "Eddie!" she exclaimed as she sat up.

The blond in the doorway blushed because the brunette was still in her P.J's and tried valiantly to focus all his attention on Perenna's pretty face. "Hey Perry, I got a call from Gwen, and I would've stopped by earlier, but…classes." She supplied lamely and rubbed his neck.

Perenna felt her lips twitch up in the barest hint of a smile. "I'm so happy to see you." She said as Eddie sat down on the edge of her bed and pulled her into a hug with no complaint. Well, maybe a little. "Too tight!" she gasped.

Eddie loosened his grip. "Sorry." He mumbled. "Are _you_ okay though?"

Perenna nodded. "Really, I'm fine. Just a little jittery. I don't wanna think of what might have happened if that guy hadn't saved me."

"Who saved you?" Eddie asked curiously.

Perenna shrugged. "I don't know, but he wore a black and red costume with a black spider on his chest."

"Sounds like Spider-Woman has some competition." Eddie laughed weakly and Perenna's almost smile dimmed.

"Yeah, competition." She agreed weakly. _'If I see him again-under better circumstances-I'll have to thank him.'_

"Sis, how about, after my classes end tomorrow, I take you out?" Eddie offered.

Perenna's eyes widened. "Like friends, right?"

Eddie nodded. "Yeah, like friends."

Perenna really did smile at that.

* * *

><p>A figure swung through the air, silhouetted against the pale moon, a feminine figure clearly identified. Another swing and Spider-Woman came swinging into view, her brown hair blowing in her face. she wasn't going to let Perenna's nerves stop her from doing her job.<p>

Her eyes saw through their reflective lenses three guys robbing a warehouse, and putting things in a van. She landed on the van and crouched down, glaring. "You picked a bad day to be bad." She snarked.

"Spider-Woman!" One of them yelled.

Spider-Woman rolled her eyes, not that they could see it. "That's obvious." She stated and jumped into action, kicking down the nearest thief and webbing him on the spot. She was just about to web the next guy down when the second guy pulled out a gun and she froze up.

Then like déjà vu, webbing came out of nowhere and yanked the gun out of his hand and a red and black figure front kicked the guy in the chest, webbing him against the wall, out cold.

Spider-Woman was about to speak when the other spider-themed hero spoke up first. "Behind you!" he shouted and her own spider-sense kicked in and the last guy went down.

She looked at the red and black form of the man and saw him ready to swing off. "Wait!" she yelled, but didn't stop. She groaned and crawled up the wall of the warehouse and looked around the plain of the roof to see what direction he went off in.

"Hi there!"

Spider-Woman spun around and was about to punch him, but she reframed from doing so when she saw who it was. She placed a hand on her heart and scowled at him. "You trying to give me a heart attack?"

The man laughed as though he's just heard the funniest joke in the world. "No heart attack could keep you down."

Spider-Woman looked at him strangely. "Uh, I just wanted to say 'Thank you.' You saved someone very important to me last night." She said sincerely. "What can I call you?"

"Name's Toxin." The man said, and thought _'At least in this time it is.'_ Before he held out his wrist and a shot of red webbing came out to land on a nearby high-levelled building. "Take care, mom."

Spider-Woman, from slight fatigue, missed the last bit and only when she was swinging home did she remember what he said. "Mom?"

* * *

><p><strong><em>"That was idiotic."<em>**

_'Helping my mom or letting the 'Mom' bit slip out?_' Ben thought.

**_"The Mommy bit."_** Toxin replied.

_'Shows what you know!_' Ben shot back. 'I _ did that on purpose to make her think and seek me out. She'll have questions, and when she find us-or I more precisely-we lay our cards on the table.'_

**_"You're saying we again."_** Toxin pointed out.

_'I mean 'I'.'_ Ben corrected._ 'Anyway, then _I_ can explain my situation and hope she believes me.'_

**_"And if she doesn't?"_** Toxin questioned.

_'I give her proof. Several proofs. Then there's always you.'_ Though Ben thought foresight wasn't really his thing, he could pull through when it counted.

**_"You better not tell her about me."_** Toxin warned. **_"My origins at least."_**

_'Not unless I have to.'_ Ben agreed. He landed on his feet on the ground of a new old-looking warehouse. He walked in and strung up a web hammock and jumped on it, placing his hands behind his head.

Now what his old warehouse was now compromised, this one would have to do.


	5. Chapter 5

Chapter 5

The panic Perenna had felt earlier on her way to school and through first and second period faded as the lunch bell rang. She sat down at the cafeteria table with Gwen and Harry, the latter of which was pointedly ignoring her and had hardly spoken more than two letter sentences to her.

"So, how are you today?" Gwen asked.

Perenna rubbed her neck. "I'm fine today."

And it was true. Though she hardly got to sleep the previous night because of what 'Toxin' told her. Why the _hell_ did he call her 'mom?' Was he just being crazy…or was it something else?

The only thing she really knew was that she needed to find him and straighten this out.

But she needed to find out why Harry was ignoring her first and foremost. Hopefully, she hadn't done anything to make him angry at her.

"You hear the news last night?" Someone at the jock table said.

"Yeah, the news reporter said the crooks spilled that there was another spider-person running around." Another one said.

"Think Spider-Woman got herself a boyfriend or a sidekick?" Kong questioned.

Perenna paled slightly. From what 'Toxin' told her last night, 'boyfriend' was definitely out; and a sidekick? _Please_. She was insulted and she was sure 'Toxin' would have been too.

"Spider-Woman doesn't need a boyfriend _or_ a sidekick! She's amazing all on her own!"

Perenna would have felt lifted at that, but she didn't since the brunette would have preferred her defence to come from someone other than Flash Thompson.

* * *

><p>"Harry! Harry wait!" Perenna shouted and the redhead paused as he was about to get in the car. She reached out for his shoulder. "I need to talk to you."<p>

"About what?" Harry mumbled.

Perenna frowned, seeing that her friend wasn't even looking at her. "Are you mad at me?"

That made him look at her, expression incredulous. "Mad? Why would you think I was mad at you?"

Perenna pulled her hand back. "Well, you barely spoke more than two words to me today and you never looked at me once."

"I'm not mad at you." Harry stated. "I just…it's all my fault!" he said suddenly.

Perenna's eyes widened. "What? What are you talking about?"

"Last night! I should've given you a ride home and you wouldn't have been almost mugged." The redhead explained.

Perenna sighed as she stared at her friend and hugged him loosely. "Believe me, last night wasn't your fault. And it turned out alright anyway."

Harry pulled Perenna in closer, a slight pinkish tint coming over his cheeks as he felt her chest pushing against his. "You mean a lot to me Perry…I don't wanna lose you."

"You won't." Perenna promised. "And of course we mean a lot to each other, we're best buds. Aside from Eddie of course." She added and felt Harry freeze. "Speaking of which, I gotta go, he promised to take me out after his classes ended."

"Like a date?" Harry asked pulling back.

Perenna rolled her eyes. "No, not a date; just as friends. If I didn't know any better, I'd swear you were jealous." She laughed.

Harry's face blanked for a moment before he laughed as well. "Jealous? Yeah right."

* * *

><p>"I'm so lucky the ware house I slept in was a clothing ware house." Ben muttered as he looked down at his new red shirt and black jeans.<p>

**_"You do realize that this technically counts as stealing, right?" _** Toxin questioned.

"What's your point?" Ben asked.

**_"Nothing, just checking."_** Toxin returned feeling a sense of twisted pride for his human partner. After all, Benny never let him steal as part of their 'compromise.'

Ben assumed school was out and had been out because of all the teenagers out and about.

**_"Mommy!"_** Toxin suddenly yelled and Ben looked around.

"Where?" Ben asked.

**_"She's going into that diner you were in yesterday, and she's with dear old gramps."_** Toxin said the last part sarcastically.

_'Gramps?'_ Ben thought and knew of only one _person_ that Toxin referred to so snidely as besides Carnage. A person Ben both feared and hated. _Venom._ He looked slowly over at the diner and saw his mom walking in with Eddie, who looked very kind in comparison to his future self.

To him anyway.

Ben had never really understood _why_ Brock seemed t hate him. Toxin had explained it's origins and told him that Venom had _saved_ it from being killed by Carnage and named it after himself. But then he did a one-eighty and tried to kill it.

On the rare and often horrifying encounters he had with Venom during his starting days when he used his more common future name 'Scarlet Spider' the _man_ stated he hated him indefinitely because he was his father's spawn.

The way he called him that made it seem like he wanted to put as much distance from including his mother . Particularly in the way he called him 'his father's son' like he _had_ no mother and was just wholly his father's.

That had never made any sense to him, until he found out from his parent's that Brock had-and still-liked his mom. A lot. And unlike Carnage, who hated _anyone_ his mom picked over him, Venom stated he had a personal reason to hate him was that Ben was _not his_.

….Yeah, that had pretty much blown his mind away.

And aside from Ben insulting him though and nearly being strangled as a result, their next encounters were almost 'placid' in comparison. Though Brock did glare at him a lot.

_'Shit, please don't let this be a date.'_ Ben thought as he walked across the street and into the diner. He sat down in the booth behind his mom, not really worrying since Brock had no idea who he was. He ordered himself a plate of fries and a small coke, but his 'cover' was blown when Perenna looked over her shoulder and looked surprised to see him. "Hey Ben."

Ben looked back over his shoulder at her and smiled disarmingly. "Hello Perenna. What are the odds of meeting each other again?"

Perenna shrugged. "This is a popular hangout." Ben nodded.

_'It really is.'_ He thought thinking to how the business even thrived in his time in the future.

Brock looked faintly annoyed that Ben had taken Perenna's attention away from him. "So, you two know each other?" he asked.

"Sorta. I'm Ben D-" **_"Reilly."-_**"Reilly." Ben said. "I met…Perry yesterday when she bumped into me."

"That's how you met?" Brock asked in disbelief.

"Yeah." Perenna nodded. "Eddie, why don't we invite Ben along? He's new to the city and probably needs someone to show him around."

"You don't mind, do you?" Ben asked, looking pointedly at Brock.

"No…not at all." But the clenched fist said otherwise.


	6. Chapter 6

Chapter 6

When Ben had left, saying he needed to get 'home' (he had said it rather queerly too) Perenna noticed that Eddie had looked rather…_glad_ to see him go. It vanished when she stated that _she_ also needed to get home.

Which is where she currently was at. She handed Eddie the helmet she had worn and then threw her arms around his neck. "Thank you for the tonight. You and Ben both cheered me up a lot."

Eddie tried not to wince at that as he hugged her back. He really could've gone without her mentioning Ben's name. "Uh, your welcome."

Perenna smiled at him before walking over to the door to her house, unlocked it and went in. she saw her Aunt May watching the news. "I'm back, Aunt May."

"Did you have fun dear?" Aunt May asked.

Perenna nodded. "Yup." She replied before going up the steps and she nearly jumped out of her skin when she heard a knock on her window. She cautiously walked over to it and was met by a masked face and two large white eyes staring back at her. "It's you!" she exclaimed.

The man nodded. "That's Toxin."

"Why do you keep calling yourself that?" Perenna asked.

"Verbal tick." 'Toxin' muttered.

"Oh." Perenna then looked at him suspiciously. "Why are you here; you stalking me?"

'Toxin' laughed lowly. "Toxin thinks we _both_ know the answer to that, _mom_."

Perenna paled as her earlier-in-the-day-thoughts came back to her. "What…?"

'Toxin' tilted his head. "In order for Toxin to call Spider-Woman Toxin's mom, then Toxin would have to know who she _is_." He explained.

"Prove it." Perenna countered.

The man shrugged. "Fair enough." He agreed. "Let Toxin in, _please_?"

Though her doubts were telling her to not trust him, another part of her-the grateful part-wanted to believe him. Her hands pushed up the window and the man jumped in. "Now prove you're telling me the truth."

The man nodded. Then before Perenna's eyes, the black and red suit _shifted_ and uncovered from his body, going up his legs to reveal jeans, up his chest to reveal a shirt, and then up past his face to settle on his blond head. His face was what shocked her the most.

"Ben?" Perenna questioned.

Ben Reilly nodded. "I promised you proof, and," he jumped up and his hands and feet attached to the ceiling, "is this proof enough for you?"

Perenna stared, gapping up at him. When she composed herself, her eyes looked at him calculatingly. "That is something." She finally said. And she had to admit that she _could_ see what was so familiar about Ben's face. He had her expressive features and her eyes. "How old are you?"

"15." Ben replied and she gapped at him again. "Yeah, that's right, I'm 15." He confirmed.

"Well, this is weird, knowing I have a son in the future." Perenna responded rubbing her head. "What about your father?" she asked looking somewhat worriedly at his blond hair and grimaced. "It's not-"

"No." Ben cut her off before she could finish, "Whatever you were about to say is wrong. Oh, and my hair is naturally brown. I just dyed it blond."

Perenna looked incredibly relieved. "Then who is?" she asked storing the general structure of Ben's face to memory. Not to mention his height; he definitely didn't get that from her.

Ben shook his head. "If I tell you, you'll be with him out of obligation to me. I'd rather help you fall in love with each other because you _want_ to be together. Despite my rather violent tendencies, I'm a bit of a romantic."

"How did it happen then?" Perenna asked.

Ben shook his head again. "Nice try, but I'm not telling you." He yawned and headed for the window. "Gotta go, I'm tired."

"Wait!" Perenna grabbed Ben by the arm. "If you're from the future, then where are you staying in _this_ time?"

"In a warehouse." Ben stated bluntly.

"You live in a warehouse?" Perenna repeated. Ben nodded. "Why not just stay here?"

Ben felt touched, but again shook his head. "No, too many questions would come up, besides, I have some personal business I need to sort. So you may not be seeing me for a bit. But I promise we'll catch up and talk when I do show up again. Oh, and take a few days off, it's different now that you have some help." Ben smiled as the cap covered him up again.

Perenna smiled at him. "Sure."

Ben, now 'Toxin', nodded and swung off.

Perenna closed her window and wondered what he was going to do. Still, the thought of a day off knowing the city would still be safe was tempting.

* * *

><p>The next day at lunch, Perenna decided Ben was right when Gwen suggested that they could go swimming at the city pool since it was getting warm enough to do so now. Harry and Perenna agreed to go the next day since it would be Saturday.<p>

Feeling beside herself and a little curious, Perenna looked at her male friend's face and found no trace of Ben. Guess that meant Harry wasn't the dad. She felt both disappointed and relieved. Disappointed because she had to keep looking. And relieved because she only saw Harry as a friend. It would've just been awkward otherwise.

Though she couldn't help but wonder _why_ Ben would be so secretive about who his father was. Unless of course _he_ didn't know either, but everything he had said last night suggested that he did.

And she couldn't help but feel a sense of motherly pride as she thought about the general structure of Ben's face and frame. She and whoever-the-dad was had certainly made one good-looking kid.

"Perry, why are you smiling?" Gwen asked raising a brow.

Perenna blushed lightly at having been caught. "Uh, that we get to spend the day together as friends." She explained. "So, uh, what are your plans for the summer? Do you know yet?"

"Science camp for me." Gwen replied, but Harry shrugged.

* * *

><p><em>"Did you and mommy love each other right away?" 7 year old Ben asked curiously.<em>

_His father bent down to eye level with his son. "I won't lie to you Ben; back then your mom and I started out as being friends, but then we grew to love each other, though that was always tested; what with our own problems and everyone's skepticism over our relationship. That answer your question?"_

_Ben shrugged. "Well enough, but how did you react when you found out about who mommy was?"_

_"I was shocked, angry, and very surprised." His father said. "I mean, my hated enemy was also the woman I loved?" he asked shaking his head. "Let's just say I said something's that I'm not proud of."_

_"What made you like her again?" Ben asked and for a moment he saw his dad pale._

_"Let's not go into that." He said evasively._

_Ben naively nodded and left the subject alone. He wasn't so sure he wanted to know if it made his _dad_ pale._

**_"And he still never told you, did he?"_** Toxin questioned.

_'Shut up_.' Ben thought and continued swinging through the city.

**_"Yeah right."_** Toxin shot back. **_"So what's first on your list?_**"

_'Find a job._' Ben thought dryly. _'I can't use my bank card since I technically don't have one since I haven't been born yet, and I'm going to run out of money soon. I'm okay with having to sneak into the high scool to shower in the locker room, but it looks like I have to enroll in the fall.'_

**_"So Benny's going to endure more torture?_**" Toxin snickered.

Ben rolled his eyes._ 'Yes, I am.'_ He thought sarcastically.

**_"So what's the real reason you told Mommy you'd be gone a while?"_** Toxin questioned.

Ben missed the next web and free fell until Toxin took the initiative to shoot a web itself to the nearest building. Ben's mind reeled at the implication of Toxin's question. _'I have no ulterior motive!_' he snarled. _'I meant what I said, and knowing me, doing these otherwise simple things _is_ going to take a while. So shut the hell up!'_

**"_Touchy."_**


	7. Chapter 7

Chapter 7

Perenna looked at the reflection of herself in the pool changing room. This was probably the first time in a while that she was not wearing her costume under her clothes. It felt weird, but also normal. Sorta anyway. She grabbed her towel and walked out of the stall wearing a simple one piece dark blue swim suit and she kept her hair tied back.

She saw her friends waiting for her by the pool, Gwen wearing a one piece green swimsuit with a towel around her waist, and Harry in black swim trunks. "Uh, sorry to keep yous waiting." She apologized.

"Naw, that's…fine…." Harry trailed off as he stared at his friends, eyes widened and his jaw dropped.

Perenna noticed this and grew worried. "What? Is something wrong?" she asked looking down at herself.

This gave Gwen enough time to elbow Harry and snap him out of his daze. "No, nothing's wrong." He amended. "I was just awestruck for a moment by your incredible beauty."

He expected Gwen to roll her eyes, but he had not expected Perenna to laugh. "That's funny, you think I'm pretty." She snickered.

Harry slowly frowned. Did she _still_ think it was so impossible to be told that she was beautiful? Or did she just really believe it was a joke because he was her friend. If it was the latter, then Perenna really _was_ dense. And he figured if he just asked her out she's pass it off as a 'friends night out,' like she did with Brock, instead of seeing it for what it truly was. A date.

A really bad date if Perenna had told them with that Ben guy showing up was any indication. Bad though in a sense that Ben had _interrupted_ the date and then Perenna had told them she had _invited _him along.

"I'm being serious though." Harry countered.

Perenna patted him on the cheek and smiled. "Thanks for trying, but I know I'm no looker." Harry, and even Gwen winced at that.

* * *

><p>"Ouch!" Ben shouted and flinched as a tendril worked on pulling out the bullet in his arm.<p>

**_"Suck it up, Benny, you've had worse."_** Toxin retorted.

Ben glowered at nothing. "Bastard got a lucky shot, I swear if the police hadn't shown up when they dd, I would've beat his ass to a pulp!" he snarled.

Ben had swung back to 'his' ware house after stopping a robbery. He had webbed the robbers for the police, but not before one of them got in a 'lucky' shot on his arm. The lucky for him part was that it wasn't his writing arm.

At the moment though, he was cursing and throwing insults at random as Toxin continued trying to dig the bullet out.

And it was _sad_ to admit that Toxin was right, that he _had_ had worse than this.

**_"Got it!"_** Toxin exclaimed triumphantly and yanked the bulled out.

"Aw, damn it!" Ben cursed as he ripped a piece of his shirt off and wrapped it around the wound in a makeshift bandage. Hopefully because of his accelerated healing, the wound would be a yellowish bruise in week, 3 if he was lucky.

**_"Even I can't protect you from bullet wounds_**." Toxin quipped and Ben knew that this was the closest thing to an apology Toxin ever came to.

Even a symbiote as immature as Toxin had it's pride he supposed. _'Then again, that was the point of Pat giving him to me after all.' _Ben thought sardonically.

Since Ben had been relatively young and Toxin had been mentally young still as well, it was suggested to him that as they 'grew up together' as it were,it would help Toxin mature as Ben matured. It was working, in a way.

Even if Toxin had gotten slightly perverted as a result.

Ben winced slightly as he grabbed the newspaper he'd nabbed before taking off from the bank and he was sure no one had seen. Having been to preoccupied with talking to the cops.

His attention came to a contest announcement on the Daily Globe the paper was having. And promptly choked on the air he was breathing, a tendril slapping his back.

**_"Breathe, Benny, breath!"_** Toxin ordered.

Once Ben got his lungs working again, he stared at the Globe's contest. The words "NY'S MOST DESIRABLE MAN AND WOMAN" in bigger letters, and then, "Results tallied August 30" in small letters.

Ben was suddenly assaulted by the memories of screaming fangirls and the occasional _fanboy_ all wanting a piece of him when he had gotten the 'honor' of winning that stupid contest. Ben had never figured his Scarlet Spider persona was so…noticeable, since he was still 'new' despite the fact he'd be on his third year soon. And yet a lot of people had liked him and christened him the winner 'by a landslide' the newspaper had stated.

It didn't help matters that when they did the contest the next year, he _won_ again too. He _really_ had to run when ever he was finished stopping a crime when he saw a woman. Hell, his apider-senes had been fined tuned now to warn him of fans. He swore that he'd been hit on to last a life time and his ass felt like a pincushion.

And that was just the _women_. And while Ben had nothing against gay men, he _did_ have a problem with being hit on constantly. Again, nothing personal, but he had just gotten so sick of it.

Didn't help matters that his own _parents_ got laugh the second time around he'd won the contest and with his 'fame'. They had spent the first year though going all 'Mama Bear' and 'Papa Wolf' on his fans.

He had to admit it was funny to see people gape at the two retired 'enemies' teaming up and driving away his fans until they got the message to _leave the Scarlet Spider alone_.

It had worked, but only for the first time. He could still imagine his dad's voice asking if he could blast Ben's fans and his mom would say 'Max!' in that scolding tone.

Currently Ben landed on his hammock and tossed the paper to the floor and put his hand on his face. _'I seriously pity whoever wins this stupid contest and gets stuck with those titles.'_

**_"Least we know how far back the contest is."_** Toxin stated.

Ben really didn't see how that could be a _good_ thing.


	8. Chapter 8

Chapter 8

_4..._

Perenna sighed in boredom. The months had passed by, Gwen was at summer camp, and Harry had gone with his parents on a world tour thing and she hadn't seen Ben in a while.

_'Just like he said.'_ She thought as she was about to leave her room, but a knock on her window made her stop and raised her hopes up. She walked quickly over to the window and the 'regular' Ben came crawling in and jumped to his feet once he came within inches of the floor.

"Hi mom, ya miss me?" he teased. He looked floored when Perenna hugged him tightly. "Guess that's a yes, huh?"

"Of course, where have you been?" Perenna asked pulling back to look at him.

"Around." Ben answered cryptically. He then bit his lip as though he was about to say something particularly painful. "Mom, wanna go clothes shopping?"

Perenna punched him in the arm. "Why do you look like you swallowed a lemon?"

"Because _I know_ you're my mom, and all guys are instinctually embarrassed to go clothes shopping with their moms…and just hopping in general. Really, getting teeth pulled is a lot less painful…" he trailed off when Perenna started to develop a tick in her brow. "Um, and I want to catch up, just like I promised."

"And how does asking me to go shopping help?" Perenna asked dubiously amused.

Ben shrugged. "Moot point."

Perenna rolled her eyes. "Alright, I'll meet you outside." She was about to go, but stopped. "Actually; I want you to meet your Aunt May."

Ben's eyes widened, but smiled. "Okay, I'll go knock." He said before jumping out the window.

A few moments later, the doorbell rang and she went down the stairs. "That was fast."

Ben just kept smiling. "I'm fast."

Perenna shook her head. "Aunt May!"

Aunt May came out of the kitchen and did a double-take when she saw Ben. "Hello, I'm May Parker, Perenna's aunt. How do you do?" she asked extending her hand.

Ben's smile widened and shook her hand. "It's nice to meet you, I'm Ben Reilly."

"With two 'L's?" Aunt May asked somewhat knowingly.

Perenna watched with some confusion as Ben's face for a second before it gained its color back. "Uh, yeah." He said taking his hand back.

"Ben is new in town and I'm going to go shopping with him." Perenna offered.

Aunt May took another look at Ben before nodding. "Don't stay out too late."

Perenna pulled Ben out the door by the wrist as she called over her shoulder to her aunt, "Got it!"

* * *

><p>"Wait, I don't want you too much on me." Perenna said before they went into the clothing department in the mall.<p>

Ben took out his wallet and showed her his bank, shiny and new. "Just got an account set up in this time. Money's not much of a problem since at the diner I'm working I get tipped very well; especially by the female customers." He explained.

Perenna blinked at that, but really, she could see why. Though Ben looked a little terrified to have said that last part. "Wow, maybe I should work at this place."

Now Ben looked _downright_ terrified, and shook his head. "Never mind…let's just go in." he said but had looked like he wanted to say something else and put the card back in his wallet.

"Wait." Perenna called again and took the wallet from Ben. She looked at the picture in it. "Is that me?" she asked looking at the smiling woman with neatly-layered hair that spilled over her shoulder, she was also holding a smiling brown-haired toddler on her lap. "And you?"

Ben nodded. "Yeah, I'm told that I was five when that picture was taken. And dad's not in it because he was the one who took it." He said taking the wallet back.

Perenna nodded absently and followed Ben inside the store, one other thing coming to mind. "Your last name's not really Reilly, is it?"

Ben smiled sardonically. "You just _now_ noticed?" he dodged the swing Perenna took at him. "But no, my name's not Reilly. That's actually just my middle name."

"Then what is your middle name?" Perenna asked innocently, but pouted when Ben shook his head in denial.

"Nice try, but I'm still not telling you." His smile turned secretive. "You'll figure that out on your own soon enough."

Perenna felt completely perplexed by that. "You do know who it is, don't you?"

Ben's eyes widened. "Of course I do! You think dad would have just up and left you at 1-" he snapped his mouth shut at that.

"At what?" Perenna repeated and stepped in front of him. "I know how old _you_ are, but how old am _I_ when I have you?"

Ben winced as he saw a reminiscent of the look his mom had given him just before he had come back to the past. "You're 18 when you have me. Give or take a few months."

Perenna's face filled with shocked disbelief as she looked around once and dragged Ben over to the clothing racks. "You mean I have a kid at 18?" she asked in a heated whisper.

Ben stared at her in confusion. "But aren't there a lot of teenage pregnancies in this time too?"

Perenna opened her mouth before shutting it. "That's not the point. The point is, I'm still too young."

"And being a hero only threatens to shorten that life." Ben replied cryptically. "I know this may seem like the most complicated thing in the world, but believe me, it's worth it in the end."

"And how do you know?" Perenna grumled.

"You tell me yourself." Ben replied.

Perenna looked at him again, seeing the truth in his words. Besides, two years was enough time to meet man, right? It's not like she's just going to go somewhere and meet the man who's going to father her son in the next little while, right?

If Ben had heard any of these thoughts, he would have laughed.


	9. Chapter 9

Chapter 9

"So, how do I look?"

Ben grimaced as his mom came out in a mint green sundress that clung to her body and showed off the figure that she hid behind slightly baggy clothing. "You look…nice." He tried to take a neutral approach on the compliments since because while it had been innocent and cute when he was like 5 to tell his mom she was pretty, it got awkward later on. And he so didn't want to develop an Oedipus complex.

"Nice? Really?" Perenna looked down at her body and she shrugged her shoulders before going back into the stall. "So what's the future like?"

"Oh, not that different from now since it's only 17 years into the future, but the technology is better. That's about it." Ben replied.

"Thank you for reminding me that I only have literally two years to find a man." Perenna said dryly.

Ben cracked a smile. _'If only she knew.'_

**_"Got that right."_** Toxin added.

Perenna came out next in a blue shirt with short sleeves, a long white shirt underneath it, and with cargo jeans on. "How 'bout this?"

"Perfect." Ben stated bluntly. "Now me won't look at you intently."

"Are you _trying_ to keep me single?" Perenna asked sarcastically.

Ben glanced down at the shiny metal band around his wrist for a moment. "Yes. You and dad are perfect for each other, though that was not always the case in the beginning."

Perenna followed his gaze to the band around his wrist. "What is that anyway?" she seen it on his wrist before, but never really bothered to ask what it was. It definitely didn't look like a normal bracelet to her.

"It's a suppressor. It helps keep my powers under control. Without I wouldn't even be able to _bath_ without falling on my back out cold."

"But my powers are stable." Perenna replied.

"It's not _your_ powers I'm talking about." Ben replied.

Perenna wondered what he meant for a moment before realizing what he was saying. "Your father?"

Ben didn't answer right away; like he was debating whether or not he _should_ say anything, before he simply nodded.

When they had bought the clothes they wanted, they were walking down the street until Ben saw the current date on a newspaper. September 5. "That's right, tomorrow school starts." He said and remembered that contest date had passed. Though he had intentionally ignore that. "Wanna go out for some mother-son time tonight?" he muttered.

Perenna pretended to think it over before putting her arm around Ben's shoulder, the blond doing the same. "Mother-son kick butt? I like it." She said just as quietly and smiled. Ben merely smiled back.

* * *

><p>In the night sky, two figures; one a woman in a red and blue costume, and a man-though ironically younger-in a red and black 'costume' were swinging from building to building. While the woman's mask only covered her eyes, the man's covered his whole face and hair.<p>

The woman was in the lead and landed in a crouched position on a building. The man landed just beside her. "Last night before school starts, and I could really use some action." Spider-Woman mused aloud.

'Toxin' seemed to be giving her an amused look. "Not _that_ kind of action unless it's with dad Toxin hopes." Then he shuddered. That was a mental image he could he really go without.

"Huh?" Spider-Woman echoed, before a bright blush came over her cheeks. "No! Not that type of action!" she scowled. When they heard an alarm system going off, she was silently grateful. "Come on!"

'Toxin' chuckled. And while he knew he could get pretty flustered and squeamish about things, nice to know that there was someone _worse_ at it than him.

When they landed on the edge, 'Toxin' saw it was Flint Marko and Alex O'Hirn. He suddenly started to chuckled and Spider-Woman gave him a strange look as she webbed O'Hirn and pulled him back, letting 'Toxin' neatly web him to a pole upside down and turned on her new 'spider signal.'

"Oh no, not again!" Marko griped as he covered up his face to shield himself from the glaring red light.

Spider-Woman chuckled. "Yep, again. What is this Marko, like the third time this summer?"

"Wait,_ third_?" 'Toxin' laughed. "You two…" he laughed harder, the other three present clearly missing the joke. "Tell Toxin, how does it feel when you two brawny mooks get beaten up and emasculated by this teeny, tiny, little lady?" he chuckled and gestured to Spider-Woman.

There was a disbelieving silence and Spider-Woman shook her head, giving 'Toxin' a glare. _"Anyway_," she jumped on the roof and dispatched Marko fairly easily, since what 'Toxin' had said _had_ been rather humiliating. And if that wasn't enough, Spider-Woman _hogtied_ him.

'Toxin' leaned lazily against the wall. "Look on the bright side Marko, after you get turned into a supervillain, get your sandy ass kicked a lot, inevitably landing you in prison a lot and simultaneously breaking out, then get your ass kicked some more, you finally retire." He summarised.

'Toxin' got stares. Complete with shocked and incredulous looks from all present.

Spider-Woman took a deep breath and let out a sigh. "Toxin, what the hell are you are?"

One could practically_ see _the grin on his face. "But Toxin's _not_ on anything."

Somehow, that made the stuff he's said even _more_ disturbing.


	10. Chapter 10

Chapter 10

Ben Reilly felt his symbiote partner grow restless. _'Don't worry, I'm leaving now_.'

**_"Finally." _**Toxin griped. **_"I wanna see the school."_**

_'You already know what the school looks like from pour time_.' Ben thought.

**_"Precisely_**_."_ Toxin retorted. **_"You went there in the future, and I wanna see what it looks like in this time."_**

_'You are weird._' Ben thought not for the first time in the time they had been bonded.

**_"Then if I'm weird, what does that say about _you, _my host_**?" Toxin asked mockingly.

Ben frowned._ 'Point taken_.' He conceded. He slipped his pack over shoulder and headed out of 'his' warehouse. He _actually_ decided to use the city bus and when he arrived at Midtown high, he looked through all the students for a specific person.

**_"Allow me."_** Toxin said and went silent for a moment. **_"She's near the archway on the school side."_**

_'Got it.'_ Ben thought and soon found his mom's brown tied back hairstyle. His growing smile dimmed when he noticed she was speaking with her friends, Harry and Gwen. "Hey Perry!" he called walking over to them.

Perenna looked back, surprised, but happy. "Hi Ben! Are you going here?"

Ben smiled again and nodded. "Yup, just starting."

"Great." Perenna said with a wider smile.

"You must be Ben Reilly." Gwen began. "I'm Gwen, Perenna's talked about you a lot."

Ben smirked. "Really? I had no idea."

"Yeah, she talked about you_ every chance she got_." Harry replied, a strange inflection in his voice that Perenna didn't recognize, but Ben did.

Having unfortunately spent enough time around Venom made him instantly recognize that tone of voice. Jealously. _Why_ Toxin's 'gramps' would want to spend _any_ time around him was a mystery. Especially considering the fact the guy said he hated him and his father's guts every chance he got.

Ben shook his head out of his thoughts as the bell rang. "Well, I gotta get to class."

* * *

><p>"So, an internship huh?" Ben tried not to sound too knowing as he looked at his mom across the cafeteria table.<p>

Perenna smiled at him. "Yeah, me and Gwen." She said looking at her friend, Ben doing the same.

"You know, I'm pretty smart too. Get it from my mom." He said and Perenna blushed lightly at the indirect praise.

"What about your dad?" she asked and Ben froze slightly, knowing he'd be less obligated to weasel out of this since there were other people around.

"He's a great guy." Ben stated bluntly, not really revealing anything. "And that's all I'm saying."

Perenna pouted. _'So much for that.'_

Ben started picking the food on his tray with his fork, a small smirk on his face. He knew where he needed to go after school now.

And indeed, after school was going to head over to ESU, but his stomach demanded more food, so he took a detour to the Silver Spoon and ordered his usual of fries and a drink. This was his 'dinner' of sorts. His anyway, since Toxin didn't really need to eat, but the symbiote wouldn't turn down chocolate if some was offered.

So deciding to humor is partner, Ben bought a chocolate muffin and tossed it into his 'cap' when he was sure no one was looking. The muffin quickly sank in. _'Don't get any crumbs in my hair.'_ Ben warned.

**_"Whatever_**." Toxin replied flippantly, contently breaking down and 'eating' the muffin.

He took the bus again and using Toxin's tracking ability, he found his mom, but also found she was with Gwen and Brock.

_'So just casually strolling over to her is out.'_ Ben thought in dismay.

**_"What are you Benny, a man or a spider?"_** Toxin reprimanded.

_'Technically I'm both_.' Ben thought dryly. _'But you're right. After all, what are spiders better at than _sneaking?' he thought, his eyes drifting up to the ceiling.

**_"Also Benny, I found out that Mommy's 'special friend' is here too_**." Toxin added.

That made Ben smirk. _'Now that's very interesting.'_

* * *

><p>After the whole ordeal with the flying wacko and getting a call from Harry about asking where she went, Perenna went into the ESU lab with Gwen and was introduced to the Connors. She had also been pleasantly surprised to see Eddie there; he certainly never mentioned that he was<em> working<em> there to her at any point.

But right now he was doing as instructed and showing them around. And once his hand had landed on Perenna's shoulder, it didn't move. She didn't find this strange or weird since he was her bro. And an overly protective one at that.

"And this is where the supercomputer is." He said. "Though it's currently going through some repairs. Isn't that right, Max?" he called.

The brown-haired man looked up from his spot on the computer's side and Perenna felt a sense of déjà vu. "Yeah, that's right."

Only then did Perenna shrug Eddie's hand off her shoulder as she walked closer to the supercomputer, but in reality she was trying to get another look at Max's face. There was something about it, like the answer was right there in the forefront of her mind, but she couldn't quite put her finger on it.

She didn't notice the white flimsy muffin cup float down behind her and as she turned around, her sock slipped on it causing her to go falling backwards. The man behind her saw her fall and without really thinking, held his arms out. So Perenna quite literally, _fell right into his arms_.

She saw with some confusion a flash of red in the vent before her turned her head slightly and froze, looking at the man's face. the resemblance finally clicked in her head, but the close proximity took hold at the moment. "Thanks." She mumbled self-consciously. "For catching me I mean."

"You're welcome." Max replied as he helped her back up.

Gwen came over and asked if she was alright. "Yeah, I'm fine." She said and saw that Eddie looked very angry, but she wasn't sure why.

The only thing she was sure of was that Max looked like _Ben._


	11. Chapter 11

Chapter 11

Perenna's thoughts centered around what she had learned after being kicked out of the Bugle and running into Ben. "Um, Ben, I-I think I know who you father is."

Instead of looking shocked or surprised, Ben looked knowing. "Really now?"

Perenna nodded. "Yeah, it's that guy that works in the lab."

_'That guy?'_ Ben thought amused. "Go on."

"And well, he _looks_ just _like you_." Perenna stressed. "The general structure of the face, not to mention the _height_. I know it may seem horrible, but I was sorta _relieved_ when I didn't see a resemblance between you, Harry or Eddie."

_'I am too, mom.'_ Ben thought. "Yes, it would have definitely been awkward huh?"

Perenna nodded. "Got that right."

"So, wanna go get your shoes?" Ben asked after a moment.

Perenna looked down at her socks, sighing. "Let's go then. Just let me find an alley to take my clothes off in."

_'Not a word.'_ Ben thought feeling as though Toxin was about to make a remark about what his mother just said.

**_"No fair, she set that one up herself."_** Toxin muttered.

After Perenna shed her clothes to reveal her costume , and Toxin expanded to cover all of Ben's clothing and they both swung off to the OsCorp building. They web-lined down to the terrace as they looked around for Spider-Woman's shoes.

Spider-Woman chuckled wryly. "Except for the finding out who my future husband and father of my son is, nothing else has gone right today, and now, the _Amazing Spider-Woman_ is reduced to _sneaking around_ for her _shoes_."

'Toxin' chuckled. "Whatever you say. Though you do realize the father thing comes before the husband thing, right?" he grinned under his 'mask.' "That is unless you two are up for a shotgun wedding."

"If you weren't my son, I'd hurt you." Spider-Woman deadpanned.

Their search was cut short when 'Toxin' looked over the edge and saw a certain old guy in a tech suit. "Crap, it's the Buzzard."

"Don't you mean Vulture?" Spider-Woman asked.

"Right." 'Toxin' agreed sarcastically. "An old guy flying around in a tech suit…sounds more like a Buzzard to Toxin."

Spider-Woman shook her head before swinging after the car. She came sailing in and knocked the Vulture away. "Trick or treat!" she landed on the side of a building and chuckled. "Uh, I mean you are celebrating Halloween in September, right?" she questioned and jumped into the sky, webbing one of Vulture's feet. "Or am I not one to talk?" she asked and saw another red web-line attach to Vulture's other foot just as they were pulled into the air.

Spider-Woman looked back a little to see 'Toxin' flying behind her. "Certainly not." He answered in reply to her quip.

They both though had to run on the roof of the building to keep up with the old guy in the tech suit. 'Toxin' always falling one step behind and even had to jump a little late to keep from falling over as they jumped to the next building.

A green net shot out though and sent Spider-Woman plummeting to the ground. 'Toxin' immediately let go of his webbing and dove after his mother. He knew he couldn't fall fast enough to catch her, so he webbed the net she was in and landed on a gargoyle. "You okay?" he called down to her.

Spider-Woman groaned softly. "A little sore, but otherwise fineeee!" she yelled as the gargoyle gave way and they were again sent plummeting downward, but thankfully, Spider-Woman landed on a helipad. She looked up and rolled away, the gargoyle smashing into pieces from where she had previously been. "Go! Stop Vulture!" she yelled up at 'Toxin,' who nodded before swinging off.

Spider-Woman broke the net and when she got to her feet, she saw in one direction a big guy in a black suit, and when she turned, she got kicked in the stomach by a smaller guy. Spider-Woman was sent flying into the bigger guy, who grabbed her in a bear hug when she turned back around.

"Look, if you just needed a breath mint, all you had to do was ask." She said struggling to get free. She slipped her arms free and webbed the guys moustache, pulling it back to make him let g of her.

She looked back in time to see the other guy come at her with a pointed stick. She flipped over him and tried to web him, but the guy blocked it with the stick and jumped at her, but Spider-Woman jumped up and tried to web him again, only for her efforts to be thwarted again.

Once her feet hit the ground she attempted to web the guy, only to have the guy dodge the webbing and tried to hit her, but she blocked with her arm and tried to get in her own punches, but those got blocked.

The guy tried to hit her again after blocking another one of her punches, causing her to flip back to avoid getting hit in a crouched position. Her spider-sense went off and she looked up to see the big guy about to bring his arms down on her, and quickly webbed the guys arms, though he easily broke them.

"Oh, that's not good." Spider-Woman said weakly and she tried to jump away, but the guy grabbed her foot and threw her into the ground. She got up and saw them both approach her and a green laser beam shot off near her foot to keep her from jumping away, and she looked up at a black helicopter.

"Ah, ah. Now he boys need a workout; no turn and tag." A southern voice said from inside the 'copter.

Spider-Woman looked back at the two in front of her. "Seriously, who _are_ you guys?" she shook her head. "Oh forget it." She muttered and jumped at the wall before flipping over the smaller guy to avoid getting hit by that stick he had that got stuck in the wall. She webbed the wall and propelled herself back on it, only to get kicked off and sent flying into the air.

Spider-Woman flailed her arms and saw the smaller guy jumping at her. She fell past him and managed to finally web him once her feet hit the ground. She swung the webbed guy around, making the helicopter back off and tossed him into the big guy.

Spider-Woman saluted them as she headed to the ledge of the building. "It's not that I'm running, but there's this Vulture guy I let the newbie handle and, well," she jumped off the ledge, "so if we could just postpone-" she yelled in surprise as the big guy jumped off the ledge as well and brought her into another bear hug as they free fell.

"You're strong, point taken." Spider-Woman conceded trying to break free. "But can you do _this?_" she added as her feet stuck to the building and the big guy fell off of her. "Didn't think so." She finished cheekily and webbed the guy's hands as she landed on a flagpole sticking out of the building. "Now I know you can tear right through that," she said tying her end to the pole, "but I wouldn't recommend it. _Seriously_." She said cheerfully as she swan dived off the flag pole and swung through the buildings.

That same black helicopter suddenly showed up behind her and that same voice spoke again. "Look here lil' lady, you're making the Enforcers look bad; I _can't_ have that!"

"'I _can't_ have that!'" Spider-Woman mocked. "Oh bite me!" she snapped as she turned a sudden corner.

First things first, lose the helicopter; she hoped her son was able to hold his own in an air fight though.


	12. Chapter 12

Chapter 12

Ben aka 'Toxin' (in the present time anyway) was keeping his distance from the Vulture and only swung in to intervene when he saw the old guy tear the roof off and swung down to the car and _he_ tore the door off. He landed inside and lounged casually lounged on the seat, ignoring the shocked looks he received. "Man, this is a sweet ride." He commented before looking up at Vulture. "Sun roof come standard?" he questioned crouching down and jumping up, knocking Vulture back while staying attached to his wrist.

"Who are you and _why_ do you defend that thief Osborn?" Vulture yelled before he slashed 'Toxin' in the chest with a wing.

'Toxin' jumped back and landed on the side of a building. "Name: not important right now." 'Toxin' retorted as he looked down to see his suit repairing itself. "And old dude, couldn't you just _sue_ him? It's a hell of a lot more legal than doing this and going to jail!" _'And it makes me wanna take a shower saying that I have to protect the guy.'_ He thought sullenly.

* * *

><p>The old dude decidedly decided to ignore his question as he went after the limo again, with 'Toxin' being forced to follow. This was something 'Toxin found very hypocritical to do, but couldn't resist since he had never been able to pull this trick off <em>his<em> future version of the Vulture. He let go of the webbing as he landed surfer-style on the old guy's back.

"Surfs up!" he shouted. "Whoo-hoo!" he remained stuck to the old guy's back even as he tried to shake him off.

Only when the limo they were following had gone into a building garage did Vulture fly up. "Nooo!" he yelled as he had been forced to detour up and 'Toxin' took that moment to jump off just as Vulture glared at him. "This is all _your_ fault!"

'Toxin' nearly collided with a familiar red and blue form in his hasty escape. "M-Spidey!" he exclaimed relieved. "You're alright!"

Spider-Woman snorted. "You sound surprised. What, didn't think a 'teeny, tiny, lady' could beat up a couple of guys?"

'Toxin' chuckled. "Naw; knew you could, but I see you've got some company of you own." He said noticing the black helicopter that had been following her. "Seems like we need to double team."

"My thoughts exactly." Spider-Woman replied. "I'll be the distraction since for some reason the guys in the helicopter ignored you. Think you could bring down two birds with one stone?" she challenged.

"Watch me." 'Toxin' chuckled and swung back to let the Vulture see him before swing ahead and attaching himself to the bottom of the helicopter.

"Did you really think you could hide from me _there_?" Vulture questioned.

"Wasn't planning on it." 'Toxin' retorted as he jumped back onto Vulture's back and webbed the tail of the helicopter and pulled them closer to it, where he grabbed one of Vulture's wings and used it to destroy the propellers, causing the helicopter to spiral out of control. 'Toxin' looked ahead to see a red and blue form swinging back around toward them.

"My wing, I can't steer!" Vulture exclaimed.

"Yeah, but you're still airborne." 'Toxin pointed out and put a hand to his chin. "Hmm." He hummed before notice he heard the humming sound coming from the harness. "I see how this works now." he muttered as he smashed through the back of the harness to pull out a computerized block; causing the humming to cease.

"You idiot! You've doomed us both!" Vulture exclaimed as they began to fall.

'Toxin' let out a chuckle. "Having you been paying attention or have you gone senile in your old age? Then again," he added as he let more webbing fly, "you've dressed up as a _vulture_, my case in point right there."

* * *

><p>After 'Toxin' had webbed Vulture up for the police, and they both made sure the other two guys that had been trying to kill Spider-Woman were still secured, they both went to check out the helicopter, only to find it empty.<p>

"Heh, three out of four's pretty good." 'Toxin' said.

Spider-Woman awkwardly rubbed the back of her head. "Maybe I should've checked the helicopter out _beforehand_ instead of naively assuming he wouldn't get away."

_'Maybe you should have_.' 'Toxin thought in agreement, but since his mother had barely half a year's worth of experience compared to his _two_ years of being in the superhero business, he decided to cut her some slack. He was that green once too. "Like I said, not bad for one night's worth."

Spider-Woman smiled at him and opened up her arms, which 'Toxin' gladly leaned into as he wrapped his own arms around her. "See you at school tomorrow."

"Yeah, see ya." 'Toxin' agreed softly as he pulled back and was about to take off when his mother spoke again.

"You know, I'm sure I could figure out something to let you live with Aunt May and me, until you go back to the future that is." She said hesitantly.

'Toxin' smiled behind his 'mask.' "I know, but no thank you."


	13. Chapter 13

Chapter 13

Though Ben was used to late nights, he still felt very tired, the fact he was practically sleeping on his tray gave that away. Perenna looked at him sympathetically, and she pushed the tray out of from underneath him and gently let his head rest on the table.

"How out do you think he is?" Harry questioned.

"If he sleeps until classes start, I'll just wake him up." Perenna replied. "Besides, he probably dodged a bullet by skipping having to eat the cafeteria food." She smirked; then grimaced as she poked at his tray with the fork on his plate.

Before the lunch bell rung though, Perenna shook her son awake and when he was told what time it was, he groaned.

"I was hoping to sleep through the rest of the day. Thanks a lot, mom." He griped, but froze as he noticed that her friends were still present.

"Mom?" Gwen asked in good-naturedly amusement. "I think that's a new one."

"Heheh, yeah, new nickname, since I'm always nagging him." Perenna said nervously.

"Well I think you'd make a great mother." Harry replied.

Perenna beamed at him. "Aw, thanks Harry."

Ben's expression on the other hand, darkened considerably.

* * *

><p>"Before you head over to the University, I got one thing to ask you." Ben said resolutely as Perenna looked at him. "Are you going to try and talk to dad?"<p>

Perenna looked at him in confusion. "What you mean?"

Ben sighed. "M-Perry, I know how oblivious you can be, so please try not to be when I say that to make a relationship work, you're gonna have to talk."

Perenna stared at him. "Is that why you're so worried? Relax, okay, you're still going to be born. Besides, I think it would be more beneficial for your father and I to start off as friends first." She put a hand on his shoulder. "Really, don't worry."

As she walked away, Ben muttered, "I just hope you don't worry when dad tries to kill you, Spidey."

When Perenna arrived, she had gotten there specifically 15 minutes until she actually had to work. She found Max working where he had been the previous day and she had to briefly wonder what type of power Ben got from him. _'I'll think about that later_.' She thought before steeping into the room. "Hello."

The older man looked up from where he was working. "Uh hi. Your one of the new interns, aren't you?"

Perenna beamed at him. "Yup, my name's Perenna, your name's Max, right?"

"Right." The man nodded.

Perenna walked over and stopped just beside him. "So, what do you do for a living?" she asked curiously.

Max looked at her strangely as he wondered why she was still talking to him. "Don't you have your own work to do?"

"Yeah, but I don't have to start for another 10 minutes." Perenna replied.

"What, you didn't show up early just to talk to me, did you?" Max asked rhetorically.

Perenna's smile widened. "And what if I did?"

The man looked back at the wires as his face turned slightly red. "You're joking, right?" he asked flatly.

Perenna tilted her head. "Not at all." She answered honestly. "Though I can leave you alone if you want?" she offered.

"No, that's alright." Max said a bit too quickly. "You just…surprised me, that's all."

Perenna chuckled dryly. "I get that sometimes. I'm a very surprising person."

Up in the air vents, Ben smiled. Looks he didn't have to pull any tricks this time like before when he tossed the muffin cup to make his mom trip on it.

**_"Yeah, that was kinda low._**" Toxin replied.

_'Shut it you.'_

* * *

><p>"Hey Perry, how about I give you a ride home?"<p>

Perenna stopped just as she was about to leave the building and looked over her shoulder at her guy friend. She smiled politely at the offer. "You don't have to."

"No, really, I _want_ to." Eddie replied sincerely.

Perenna mulled it over. "Well, okay." She relented.

After a quick ride back to her house, Perenna hugged him. "See ya Eddie."

"Perry, wait a minute." Eddie said reaching out and grabbing Perenna's shoulder.

She turned around to look at him. "Yes?"

Eddie leaned in and before Perenna knew it, he kissed her. "See ya, Perry." He said before departing.

Perenna stared after him, touched her lips, then went inside her home. _'Things just got a lot more complicated_.'


	14. Chapter 14

Chapter 14

"He did what?" Ben snarled, his eyes flashing yellow for a brief second.

Perenna could have sworn she saw sparks flare from his fingertips though. She had just told Ben what Eddie had done and Ben had taken it…rather badly to be honest. She just never expected his reaction to be so loud. "He kissed me. I just don't know what to do-"

"Tell him it's not happening." Ben stated flatly.

Perenna stared at him. "Well, I wouldn't have been so rude about it…"

"You should be." Ben replied dourly. "If you don't tell Brock he's just going to assume that he can keep pining after you." He should know; even 17 years haven't changed that. He wondered though if it was because his mother _hadn't_ told him it wasn't going to happen early enough.

The fact she had waited a whole _week_ to tell him what Brock did made him think she was worried he'd hurt him. He wanted to, no denying that, but he wouldn't. Not yet at least.

"Maybe I should get a second opinion. In fact, I'll ask Gwen." Perenna said moving away from the still fuming Ben and went inside the university. Ben had been nice enough to walk with her after school had ended. "Uh, anything else rude you wanna say?" she asked sarcastically while holding the door open enough for her to still talk to him.

"Yeah, hope you get an A on your test tomorrow." Ben replied flatly before he walked away.

Perenna shook her head and continued on inside. She had known that Max had finished the computer he was working on the previous day, and wondered where he was. Her answer came to her when she saw him starting on a new electrical device beside a glowing tank.

"Hi Max, how are you today?" she asked pleasantly.

Though the man had seemed a bit uneasy about talking to her in the first few days she'd stopped by early at the lab, he found himself actually enjoying her company. The fact though she always seemed happy to see him helped him get over his uneasiness too. "Fine, you?"

"Eh, same old same old." Perenna shrugged with a smile. "So whatcha working on?"

* * *

><p><strong><em>"Keep pacing, I think you'll burn a hole in the roof."<em>** Toxin muttered.

_'Shut it you, I'm in no mood._' Ben thought as he stopped pacing on the roof ceiling, his bare feet keeping him from falling.

**_"Is it because of what _he_ did?" _**Toxin questioned a bit bitingly, sharing the same opinion of Brock that Ben had of the guy.

_'Need you even have to ask?'_ Ben thought.

**_"Hmm, good point_**." Toxin replied as he spread out over Ben's clothes. **_"It's been a while since I got to be in charge, so can I do this patrol, Benny?"_**

_'Fine, just don't talk_.' Ben thought as he felt his consciousness slip away as Toxin pushed himself to take control.

**_"Aww, why not?_**" Toxin whined.

_'Because you'll more than likely make people scared of me.'_ Ben retorted.

**_"How about gestures?"_** Toxin offered.

Ben was silent for a moment_. 'Sure, you can make gestures, not obscene ones either though.'_

**_"Fine, least this isn't as bad as what's going to happen to your Daddy later. You're really cold for wanting it to happen, or rather, you're _letting_ it happen_**.' Toxin replied in a rare moment of clarity.

Ben had no reply to this. He felt bad about what was going to happen, but he knew trying to do something else would likely have a worse consequence. He'd try to stop it if there wasn't the threat of a symbiote still in the air.

Ben could admit, if only to himself, that he really was being manipulative. Though he also found that disturbingly enough he didn't _care_ about what else was going on.

This was why he didn't like it when Toxin took control, he got more and more apathetic each time.

* * *

><p>Late into the evening, Perenna and Gwen were leaving the lab, and after talking to her aunt about seeing that her friend got home, she looked at said friend. "I need your opinion on something."<p>

"Sure, what is it?" Gwen asked as they waited for the bus.

Perenna was unsure about how to go about this, so she decided to just flat out say, "Eddie kissed me."

Gwen looked at her in some degree of surprise. "He did? When?"

"Last week when he took me home." Perenna answered. "I need your opinion on how I should break it to him that I'm not interested in him."

"You're not?" Now Gwen looked surprised. "I always thought…" she shook her head. "Why not just tell him?"

"Yeah, I thought about it and realized that if I just bluntly told him that it wasn't gonna happen, he might take it pretty bad." Perenna reasoned. "And if I pull the 'let's not ruin our friendship' card it'll seem cheap since he's been my friend like forever."

"Hmm, that does pose a problem." Gwen agreed. "Have you thought of saying that he's been like your brother and you find the idea of being together to be too strange?"

Perenna nodded. "Yes, it won't work either. He'll think I'm just using that as an excuse and resent me for it."

"Well, you could tell him why you don't want to go out with him." Gwen replied soundly, and then she looked confused. "Why _don't_ you wanna go out with him anyway? Is there someone else?"

Perenna looked conflicted as he stared down at her shoes. She was saved from answering the question though when the bus pulled up in front of them. "Oh, time to get you home!" she said pulling Gwen up the bus steps, purposefully negating Gwen's attention from the fact she hadn't answered the question.

Though internally, she already knew what she wanted to say.

Yes, there was someone else. My kid from the future told me so.

_That _certainly would have gone over well. _Not._


	15. Chapter 15

Chapter 15

Perenna awoke to the sound of knocking on her window and only one thought came to mind. _'Damn it Ben, why do you have to wake me up me up so early._' Feeling rueful she'd be saying that in another two years, she got up with a slightly smile on her face. She walked over to the window and let Ben in, the boy crawling in and standing upright.

"Hi mom." Ben said somberly.

"What's wrong?" Perenna asked in concern.

Ben grimaced, like he knew something she didn't. And he didn't like it. "Mom, how about I show you my powers? My _other_ powers."

Perenna nodded, looking slightly confused to why he was doing this now. "Um, sure."

Ben concentrated and a crackling broke through the air as electricity danced around his hand. "This is it."

Perenna stared at it in fascination. "Wow, that's amazing."

_'You won't be saying that later._' Ben thought. "I lucked out and got _both_ powers from you and dad, my little sisters didn't."

Perenna looked him in the eye. "Sisters?" she repeated. "So we have more than just you?"

Ben nodded. "I really shouldn't get too much into that, but now you have more kids to look forward too." Perenna rolled her eyes. "Seriously though, uh, you should probably head over to the hospital."

Perenna looked at him strangely. "Why would I go there? I'm not sick or hurt."

"Just, listen to me, please." Ben said softly. "The reason I showed you my powers, was for you to be prepared for what you'll find."

"What are talking about...?" Perenna trailed off and it hit her like a ton of bricks. "Something happened last night didn't it? Something that made your father gain his powers?" Ben nodded. And he was completely floored when Perenna slapped him. "You are a selfish brat; you could have _stopped_ it from happening."

"Don't you think I _know_ that?" Ben questioned holding his face. "I wanted to stop it, I really did, but I won't deny that I _am_ selfish. I wanted the power too; even if it _is_ painful for me or Ally to hug him because of the fact our electrical powers all have different frequencies."

"The _why?_ You could do that if you stopped the accident from happening." Perenna retorted.

Ben looked away before he headed to the window. He looked back just before he leapt through it and hung off the window pane. "Like I said mom, I'm selfish." He said before disappearing from sight.

Perenna got dressed and decided to follow the instruction Ben gave her and head over to the hospital.

* * *

><p><em>He hated the whispering. <em>

_His dad seemed to be ignoring it steadfastly though, and the 12 year old could respect that. His mom unfortunately had to take his baby sister to the doctor because of an ear ache and couldn't come with them to take Allison to her first day of kindergarten. Ben felt Toxin trying to calm him down for once instead of trying to make him angry. _

_The other parents were all staring at his dad like he had some sort of incurable disease, and were telling their children to avoid being around the 'little dark-haired girl' because she might have his powers._

_Ben felt a stab in his chest as he remembered how people would tell their children to stay away from him when _he_ was just a little kid. If it wasn't for Elizabeth Tyne he was sure he would've snapped from the loneliness. _

_He knew the same treatment would be given to little baby Mayday when she was old enough for school. _

_He couldn't hate his father for it, and Ben was sure his dad was gonna give Allison the same talk he gave Ben about why the other children wouldn't play with him. The fact their powers were on different frequencies made it even more heartbreaking because, even with the suppressor band his dad wore, he couldn't _hug_ neither Ben nor Ally._

_Mayday though had lucked out and showed no early signs of any powers. That they were aware of yet. _

_"Good luck Allison." Ben muttered as he watched his sister head into the class, the other children already giving her a wide berth. _'You're gonna need it.'

Ben stared down at the ground from his perch on the ceiling, his eyes blank from the memory that had rushed into his mind, wondering not for the first time in the last 24 four hours if maybe it would have been better if he _had_ stopped the accident from happening.

Then the saying of 'things are going to get worse before they get better' came to mind, and he thought that this situation certainly applied.

Though while he didn't like it, he was sure his dad liked it even less.

* * *

><p>Perenna felt slightly edgy to be in a hospital, but kept on walking toward the room the nurse had directed her too. The fact it was before school made no one question what she was doing there. She arrived at the room and bit her lip before knocking, then opening the door.<p>

She saw Eddie sitting in one of the chairs and… "Max, you're looking a little…green." She said lamely.

The man seemed to brush off the bad joke. "What are you doing here?"

"I came to see you." Perenna answered approaching him. "You're my friend, and I'm here for you." She said more quietly as she placed her hand on Max's.

The man looked from her to the hand, then back at her _too understanding_ expression. Since she wasn't pitying him and was treating him like she normally did, he let her keep her hand where it was instead of smacking it away.

Their silence only lasted a minute before Eddie cleared his throat. "Perry, aren't you gonna be late for school?"

Perenna blinked and checked her cell not seemingly to be bothered by the fact her phone was being fritzy. She balked at the time though. "8:53?" she hissed and hurried out the door, only backing tracking enough to poke her head into the room and smiled at the man in green. "See ya Max." she said before ducking out and rushing out of the hospital.

Deciding that web-slinging to school would probably be faster, she ducked into an alley and swung out in her Spider-Woman outfit, mask firmly around her head. She took a pretty much straightforward path to Midtown by hitching a ride on a train and a helicopter, but just as she arrived at the building just across the street, she heard the bell ring.

Still, she decided not to complain since the reason she was late was well worth it.


	16. Chapter 16

Chapter 16

"I can't believe I have to tutor the queen bee." Perenna groaned and Ben patted her back lightly.

"Boo hoo." He deadpanned. "Poor you."

Perenna looked up from her brown paper lunch bag and gave her son a glare. "You, I'm still made at you."

"Ben did something to tick you off? And here I thought he could do no wrong in your eyes." Harry said dryly as he took a bite of his sandwich.

Ben glared at him as Gwen shook her head. "You will marry Liz Allan." He deadpanned.

Harry began choking on the piece of food in his mouth before he spat it out onto the table and glared at Ben. "Not funny, dude."

Perenna though looked at Ben critically. _'Why doesn't he like Harry? He's been trying to rile him up since he's been here.'_ She thought that it might have something to do with the whole 'from the future thing,' yet what did her friend do to warrant such aggression? '_Then there's the fact he doesn't like Mr. O.'_

"Why don't you sprout more of your mumbo jumbo, funny guy." Gwen said tilting her head and raised a brow challengingly.

Ben looked at her with a certain amount of pity that made Perenna's stomach grow uneasy and she lost her appetite. His face contorted into an expression of concentration. "Harry's going to make the football team."

"Now I _know_ you're making this stuff up." Gwen said shaking her head.

"Hey!" Harry retorted indignantly. "Okay, what else you got, more "believable" this time then." He rolled his eyes.

"Alright." Ben's eyes glinted. "Flash and Liz are going to break up."

The trio blinked. "You're crazy, you're officially crazy." Harry said shaking his head this time.

Ben rolled his own eyes. "Okay rich boy, wanna bet? I win, you fork over 50 bucks, you win, I'll do your homework."

"Why not make the conditions even?" Perenna asked breezily.

"Because there would be no point in making Harry do my homework." Ben deadpanned.

"Are you saying I'm dumb?" The redhead shot back.

The brown-haired boy lolled his head to the side in a lazy manner. "I believe I implied it."

Perenna shook her head again as she placed a hand to her forehead. Between Liz and Ben, she wondered which would give her a bigger headache.

* * *

><p>Perenna was leaning toward Liz with the headache scenario since the other girl wasn't paying attention and kept texting on her cell phone. The girl had been particularly standoffish to her more than usual, but Perenna thought it had to do more with being tutored than any animosity. Or rather, <em>anymore<em> animosity.

She noticed the lights going wacky in the Silver Spoon, and a man came out in a hat and brown coat. _'Uh oh-wait, Max?_' she thought seeing upon seeing the green. She thought quickly and decided to leave, but took the chance to show her indignation. "Look Liz, you need this, not me. So when you want to learn, let me know." She said caustically before grabbing her pack and took off after the man.

She knew appearing in her Spider-Woman costume would be a _very_ bad idea, so she kept running after him. "Max! Max wait!" she yelled and grabbed a hold of the man's arm when she caught up with him.

The man looked down at her sharply, but his shoulders dropped a slight bit when he saw who had stopped him. "Perenna?"

"Yes, Max, it's me." Perenna said nodding her head. "I saw you running out of the diner, is there something wrong?"

The man froze up and even with the helmet on, he seemed to be glaring at her. "'Is there something wrong?' Perenna, _look at me_. My life is over!" he shouted and people were starting to stare, something he also noticed. "What are you all looking at?"

The people looked away and kept on walking, but Perenna paid no mind to them. "Your life isn't over." She said soothingly. "You can still be cured, you can still have a normal life." She thought back to the suppressor band Ben wore and could honestly say that assurance with the utmost sincerity.

Max though still didn't seem convinced, if his tone was anything to go by. "That's easy for you to say, you're not stuck in a suit that lets people _know_ you're different." He said bitterly.

Perenna had nothing to say to that without giving away something that would stand out too much. And by that she meant _willingly_ putting on a suit to show she was different. "But you do know that you don't have to _let_ this ruin your life."

The man removed Perenna's hand from his arm and backed away shaking his head. "Perenna, I…I just…just stay away from me, I don't wanna hurt you, even accidently."

Perenna though grabbed a hold of his sleeve again and looked earnestly up at him. "Max, you're my friend, and I know that you wouldn't hurt me."

"You can't be sure." Max retorted darkly.

Perenna shook her head. "I _am_ sure." She said softly.

The man stared at her and she didn't flinch from him, she was even willing to touch him! "You…" his argument broke off as they stared at each other before he shook his head again, sharply reminding himself that this girl was _16_.

He removed her hand again and ran, Perenna watching him leave sadly. She wanted to try and convince him that his life _wasn't_ ruined, but she couldn't do that, not without telling him everything about Ben and how he was their future son. Though she wanted him to like her without having him feel obligated and wanted the real love Ben said they have.

Then she remembered the uncomfortable obstacle of her age. She was still jailbait and had to wait until she was 17 before she was legally allowed to be with Max and even then he'd probably still feel uncomfortable with being in a relationship with a 17 year old.

She had to admit that it would have been less weird for other people to accept if it was Eddie she was with instead as he was only two years older than her, but it would feel weird for _her_ as she genuinely only saw the blond as her brother/friend.

And while she wanted to blame Ben for this, she knew this all would have most likely happened if he hadn't come back to the past anyway.


	17. Chapter 17

Chapter 17

The next day Perenna was sulkily walking down the hall, as she reviewed her attempt to try and convince Max that his life was _not_ over. Though she probably just scared him instead. Ben had said nothing during lunch, nor had he asked which she was thankful for.

She was continuing on when she heard someone say, "Perry?"

Perenna looked over to the side to Liz closing her locker door. "Oh, um hi Liz." She said awkwardly. "Look, sorry about yesterday, but if you're still interested in being tutored, meet me at ESU after school."

With that, Perenna continued onward, only to meet up with Ben. "Hi Perry."

"What's with the overuse of my nickname today?" Perenna mused aloud.

Ben shook his head. "It's certainly more comfortable than just calling you 'mom,' at least in public."

"You haven't asked me about your father yet, but…" Perenna trailed off as she caught sight of Ben's suppressor band. "Ben, would it be possible to replicate the technology for your suppressor?"

Ben looked down at his wrist. "Hmm, since it's not that far into the future, yeah; you could replicate it, why do you ask?"

Perenna cracked a smile. "I think might have found a way to help your father."

_'About time she noticed it_.' Ben thought, but smiled anyway.

* * *

><p>Perenna looked over at her blond male friend and pulled him over to the side as Gwen questioned Dr. Connors on how they might be able to cure Max. She'd tell them her idea later though. "Um, Eddie, about that kiss…"<p>

"Yes?" The blond asked.

"Why did you do it?" Perenna asked bluntly.

Whatever Eddie had been expecting to hear, was certainly not _this_. "I like you Perry, haven't you figured that out yet? For someone so smart you sure can be dumb sometimes."

Perenna scowled. "What the hell's that supposed to mean?" she hissed.

Eddie raised his hands defensively. "I didn't mean it like that, all I meant was that you can be a little blind to attraction, that's all."

Perenna's temper simmered down, but she still glared at him. "Look Eddie, I'm flattered that you like me, but I like someone else."

"Is it Ben?" Eddie asked suspiciously.

Perenna made a gagging sound. "No way!" she said a bit too forcefully. "It's…" Well, she certainly couldn't broadcast it, at least not yet. "…none of your business." She said finally and because Eddie looked so genuinely shocked and a little hurt by this, she walked away, only to look over in surprise at the door as Liz came in carrying an umbrella.

"Um, Perry?" she asked uncertainly.

_'Definitely being overused._' Perenna thought and after she sorted it out with Curt about letting Liz stay, the man went back into his office and she saw the girl talking to Eddie and she politely interrupted when her friend had said that he was strictly a nerd instead of a football player. "We're all nerds here, you can be one too."

"Great." Liz said rhetorically.

"No I'm serious, you're smart, you can get this." Perenna replied and she pulled the girl up the step ladder to the eel tank and gestured to it. "As scientist, we explore and expand on ideas…"

"Thought you said this stuff was boring?" Liz asked smugly.

Perenna thought back to the fact she'd _indeed_ said that, but it had only to get try and get the girl to listen to her. "Well…" she trailed off uncertainly as she and Liz went back down the ladder.

"You're lucky to have Perry as a tutor, Liz." Eddie said. "There's probably a Nobel prize somewhere in her future."

Perenna looked at Eddie in surprise. _'Well, he got over being rejected fairly quickly._' She thought and a second later the lights flickered and the door was blasted off its hinges.

"Connors!" A familiar voice shouted and the green-clad man came storming in. "Where's Connors? You _really_ don't want to keep me waiting." He said and shoved all the stuff off the desk.

"I'm here." Curt said coming out of his office and placed a small glass device filled with a green fluid in it onto the counter. "Try to stay calm."

"Calm? We left _calm_ behind a _lifetime_ ago, doc!" Max yelled. "I can't take it anymore. You caused this, _you_ cure it!"

"We're working on it, Max, I promise. It'll just take time." Curt pleaded.

"I don't _have_ time!" Max yelled as he put his hands on the side of his head. "Cure me! NOW!" he demanded as he shot out a massive bolt of electricity from his hand into the wall. "Before I _really_ get upset." He said threateningly as he held out his hands and everyone reeled back. "I know you can do it, doc. All you need is proper _motivation_."

Perenna wondered what had happened to drive the man this far over the edge and Eddie whispered to her, "I'll distract him; you get the other girls out the back."

"Wha-Eddie, no-" Perenna tried to protest, but her blond male friend tried to jump Max, only to get slightly electrocuted and sent him landing on the ground. Perenna pulled Liz and Gwen over to the back door. "Keep going and you'll find the exit, then run over to the next building; you'll be safe there."

Perenna went back in and though she knew this was going to be one of the stupidest things she ever did. "Max!"

The man looked over at her and since his face was now visible, or at least the electricity that made up his face now seemed to soften. "Perenna…" He trailed off and shook his head and pointed his electrified hand at her. "Leave while you still can, Perry."

Perenna shook her head. "I'm not going anywhere."

"You should." Max said darkly and tried to turn his attention back to the Connors who were helping her blond male friend up and made their way to the exit.

Perenna moved forward quickly and grabbed the man's wrist, being careful not to touch his hands, and this action caused Max to look sharply back down at her. "You're my friend, and I'm not leaving." She said earnestly.

"There goes my only chance for a cure." Max said seeing the Connors leave and when he looked back at Perenna with a glare, she met it without flinching.

"That's not true; there are _other_ ways to help you." Perenna replied. "Trust me."

"And why should I trust you?" Max snapped. "And don't say that you're my friend, you've already said that."

Perenna didn't miss a beat. "Already; I like you."

The man stared at her in shock. "But-but-but-you're _16_."

"And I'll be _17_ in a few months." Perenna shot back.

"What are you saying? That you actually _like_ me?" The man questioned and didn't seem to look so angry now.

"Yes, now please, I wanna help you." Perenna replied. "If you'll let me that is."

"Even if I _did_ let you help me, how can I know that you'll actually do something?" Max asked darkly.

Perenna frowned for a moment before she told him her idea. "A suppressor band. I can make you one to keep your power down enough so you can return to normal."

The man frowned also. "Could you really do it?"

Perenna nodded. "I'm asking you to take a leap of faith and just trust me on this. _Please_." She added more sincerely as they heard the sirens coming in fast from the distance.

The man's glove encased his hands again and wrapped his own hands over Perenna's. "I'm counting on you, Perry."

* * *

><p>Ben came by Perenna's house and crawled onto it before finding that the window was open. He crawled in and Perenna was sitting on the edge of her bed and staring blankly at the floor. "Mom?"<p>

Perenna looked over at him slightly and gestured for him to closer. Ben warily approached as he thought she was gonna slap him again. He sat down on the bed and the girl wrapped her arm around his shoulder before pulling him into a hug.

"I'm doing the right thing, right?" she questioned softly.

Ben had little doubt as to what she was talking about. "Yes." He answered and hugged her back.

The boy thought did reframe from telling her that there was going to be a ways to go before his parents got a happy ending.


	18. Chapter 18

Chapter 18

"This is certainly fascinating." Perenna said as she took the suppressor band in half and was looking at the circuitry. "This is looks easy enough to copy, but saying that is much different to actually _making_ a copy."

"Got that right." Ben replied and he was standing nervously by her, his hair starting to stand on end, and his hat 'sitting' on the bed innocently. Toxin never really liked being 'electrocuted' whenever Ben decided not to wear the band, and the static cling was bad enough.

Perenna looked over at him and snorted. "Nice hair."

Ben scowled and lifted one hand over his mother's head and the hair the girl left out of its ponytail also spiked out. "Hey, cut that out; do you _know_ how much time it takes to keep my hair this good?"

"I wouldn't know as your hair is also in a ponytail. And the only time I ever see it down is when we're out patrolling." He snarked.

Perenna rolled her eyes as she flattened her hair down. "Speaking of patrolling, we should head out; I can finish trying to work out what I'll need later."

"Right-O." Ben replied and he pulled his 'hat' back on after piecing his band back together. The suit expanded to cover Ben's face, and clothing right down to his shoes.

Perenna tilted her head. "You know, I will find out _how_ you're able to do that."

'Toxin' cringed. "Uh, but not now." he said evasively.

Perenna shrugged and took off her own clothes to reveal the red and blue underneath, and she pulled on her mask over her eyes. "Alright, let's go."

The duo headed out the window and swung off in their routine patrol, occasionally catching the odd criminal.

* * *

><p>"So how'd Brock take your rejection?"<p>

Perenna thought Ben looked just a little _too_ interested in her answer, figuring he was hoping for her friend to be crushed. For some reason she had yet to understand, Ben seemed to have a problem with all her friends but Gwen. "He took it…surprisingly well." She said honestly, but couldn't figure out why Ben looked so worried now.

_'Well that's not good._' Ben thought.

**_"Yeah, it just means when gramps comes around that Brock's gonna realize just who _you_ are and who your Daddy is."_** Toxin said adding his two cents. **_"Good luck with that._**"

'_Gee, you're so helpful._' Ben thought sarcastically and was just hearing the tail-end of his mother's question.

"…alright?"

"Huh?" Ben asked blinking.

Perenna rolled her eyes. "I asked if you think going to see your father is alright?"

Ben stared at her. "Why are you asking me this? Couldn't you go _withoutpermission?" _

Perenna blushed. "It's just that, uh, _I_ may be alright with the idea of being with Max, and he's…well I'm working on that." She said quickly. "But I don't know how the people at Ravenscroft will react when they take one look at me and ask for my age." She deadpanned. "And that I'm going to see someone who's much older than me."

This time it was Ben's time to roll his eyes. "Write him a letter genius." He deadpanned, and had it been his time and he'd said those words to his mother it would have ended up with him being banned from using his computer for three days.

Lucky it wasn't his own time and he _was_ able to get away with those snarky little jabs.

"Oh, right." Perenna said shifting as they walked up the steps of the university, Gwen having already walked ahead of them, which was the reason they had been able to talk. "I'll see you tomorrow then."

"Yeah, see ya." Ben said giving a small wave as he walked away.

**_"Shouldn't you have warned her?_**" Toxin questioned.

_'She'll find out soon enough._' Ben thought.

**_"That the Doc is going to turn into a giant lizard?"_** Toxin retorted snarkily. **_"Yeah, I'm suuure she'll understand your decision on this."_**

* * *

><p><em>'Somehow, I can't help but think to blame Ben for not telling me this was going to happen.'<em> Spider-Woman thought after turning a rampant lizard-turned Connors back into a human. Though the fighting did cost her a sprained wrist, but with her accelerative healing it _should_ be healed by the next day.

Spider-Woman landed on the ground of the alley where she stored her clothing and after changing back into her street clothes, she took the next bus home, all the while looking through the photos of her fighting the lizard.

Perenna's conscience won out more and more as she looked at each photo. And while she _didn't_ want to send them, and her aunt needed the money. She thought about sending them in anonymously, but then she couldn't collect the money.

A she climbed into her bedroom window, she noticed Ben sitting on her bed. "I should be angry with you."

Ben nodded. "And I wouldn't blame you."

An idea came to Perenna's mind that might make this photo thing work. "Ben, I'm going to send in these pictures with your name on it, as Aunt May still needs the money to pay the bills."

"And you want me to go into the Bugle to get the check, don't you?" Ben questioned.

Perenna nodded. "I can't collect the money if I send the pictures in anonymously-"

"Yes you can." Ben said and Perenna stared at him. "Er, let me elaborate. You can send the pictures in and _ask_ them to leave your name out of the papers, but you can still give them your name so they have to hand over the money."

"You're…wow." Perenna said amazed. "How do you know this stuff?"

Ben shrugged. "I'm also into photography, after all, who do you think takes the pictures of my own spider-self in the future?"

Perenna chuckled. "Good point." She said before and sat down at her computer. "Well, here's to hoping it works."

* * *

><p>The next day, Perenna nearly fainted in relief as she saw that the photos were <em>indeed<em> put down as being taken anonymously.

Now she just had to wait and see if she'd be able to get her money.


	19. Chapter 19

Chapter 19

Even though it was Sunday, Perenna still had to get up as she'd promised to help Harry with studying for his calculus test. After the awkward incident in the morning where Aunt May had almost caught her sleeping in her Spider-Woman costume, she had eaten breakfast and headed out, taking the more viewful route to her friend's home.

She also felt a little happier than usual as she'd written her letter Max and sent it the previous day and she'd already started to track down materials she could use to replicate the suppressor band. She arrived at the building and after another quick change of clothes; she walked into the building and into the elevator.

When the elevator arrives at the penthouse at the top of the building and when the metal door slid open, she came face to face with Mr. Osborn. "Parker, good to see you, here to help Harry huh?" he asked.

Perenna had always found it strange that the man kept calling her by her last name and assumed it was just because he thought it sounded better than her 'girly' name or the ambiguous nickname she had. "We help each other Mr. O."

"Now, now Parker, modesty doesn't become people like us," Osborn said putting a hand on her shoulder, "smart, driven, responsible, self-made."

"I'm…more of a work in progress." Perenna replied hesitantly.

"At least you're _making_ progress." Osborn said looking off to the side.

Perenna frowned and saw from the corner of her eye Harry walking away. She excused herself and made her way into her friend's room. "Mind if I check my e-mail?" she asked and Harry shrugged. She nodded and logged in her password and put a hand on her chin. "An e-vite to Midtown High's school formal-"

"Which would rock if either of us had…what's the word…uh, date…" Harry trailed off and gave his friend a look. "We could go together? Uh, as friends I mean."

Perenna smiled back at him. "That's a nice gesture, but…let's not give up on our own abilities to find dates and call going together as Plan B." she saw her friend shrug and she looked back to see she got a very new e-mail, what she found surprising her, but made her smile. "I got money for my pictures of Spider-Woman!" she cheered and got up from her seat. "I gotta go."

"Wait, what about helping me?" Harry called out.

Perenna paused and smiled. "Don't worry, I got it covered."

Though she wasn't sure how angry her _replacement_ was going to be, but…well, least she wouldn't be _here_ to see his glare.

A

While his mother went to the Bugle to get her check, Ben was waiting in the lobby and when Harry finally came down, he looked just about as happy to see him as Ben felt. "Harry." He said flatly.

"Perry sent _you_?" Harry asked in disbelief.

"Hey, I'm not too happy about being here, but it's a favor that I can hold over Perry at a later date, so let's go get this over with." Ben replied darkly. "And you'll need all the help you can get." He muttered.

"I heard that." Harry retorted.

"I stand by what I say." Ben shot back. _'And we go into the proverbial lion's den._'

**_"We could end the whole problem right now?"_** Toxin offered.

_'No, I'm not a murderer remember?_' Ben thought.

**_"No one would have to know…" _**Toxin trailed off.

_'No, we'd get caught, now I'm going to help Goblin Junior with his studying and you will remain silent, got it?'_

**_"Got it, Benny."_** There was a pout in the reply and it made Ben roll his eyes.

A

Perenna was swinging back to OsCorp to relieve Ben of his 'study buddy' duty, though she still had trouble grasping _why_ Ben didn't like Harry. It was unsettling to say the least. Her ears picked up the sound of an alarm and she detoured toward it and saw two masked thugs getting into a guy.

"Talk about bad timing." She said to herself and swung after them and they stopped at the garbage-processing plant. "Two hours 'till deadline?" she said as she remembered her next deadline to get photos. "No sweat." She said her old camera out of her belt and webbed it to a support beam, putting her check behind her belt buckle in the process before leaping down from her vantage point and webbed the back of one of the men's green shirt and pulled him back to the hood of the car she was perched on, pulling the guy's arm back in the process. "_Marko_? How many times do I have to take you down?" she asked dodging a swing from the man's crowbar.

"And where's your charming partner O'Hirn?" she asked before dodging another swing from a crowbar, this time from the other man and leapt off Marko's chest to launch herself into the air and fired two lines at O'Hirn's hands and feet.

Spider-Woman pulled the man over and threw him down onto the ground. "Look, we've _gotta_ stop meeting like this." She said jumping over Marko as he tried to come at her from behind. "People are starting to talk," she quipped tossing the man onto the hood of the car she was on, the glass from the windows breaking on impact, "mostly about what _doofs_ you are." She added and webbed him to the hood.

Spider-Woman felt her spider sense go off, but when she turned, she got hit by a beam of sorts and she was sent flying into the side of a garbage. She looked to see a pair of red boots in front of her and looked up a man wearing a red and yellow criss-cross outfit that looked very much like a quilt and had a visor over his eyes and two gauntlets on his wrists.

"I reckon that came as a bit of a shock, eh little lady?" A southern voice said and had it not been for the 'little' part that ticked her off to no end, she doubted she'd recognize the voice. The man aimed one of the gauntlets at her. "Well so will this."

Spider-Woman hurriedly jumped back as the beam was fired and the trio of garbage trucks lined up behind her had their windows broken and the front demolished. She landed on the roof, but kept on dodging and leapt away from the skylight and onto an intact garbage truck.

"Hold still so I can put you out of your misery." The man said when Spider-Woman avoided another blast.

The masked girl landed on the roof's scaffolding. "How about you put me out of my _mystery_?" she snapped. "Who are you?"

"Call me, well how's about…Shocker." The man said before bringing his fist back and shot another blast, only for Spider-Woman to dodge once more.

"How's about _toast_?" She mocked and tried to knock the man down with a two-legged kick, but another blast knocked her to the ground instead.

"Either you've got less kick than a three-legged mule, or this hear suit does more than protect me from my own powers." Shocker said before picking up the girl. "Guess clothes _do_ make the man." He added before punching her into a pile of garbage.

Spider-Woman looked up just in time to see the lights of a garbage truck coming at her and scurried off undetected and got skyward to get the drop on him.

"Did I get her? Tell me I got her." O'Hirn said as he kicked the door to the truck open.

"All you _got_ is on my nerves." Shocker said and blasted the man back. "Now stay out of this boy, the grown-ups were talking."

"Don't be too mad at O'Hirn." Spider-Woman chastised as she jumped down onto the man's back, her arms going around his neck. "He just gets cranky without his na-a-a-a-a-ap!" she cried as a suddenly jolt sent her to the ground and she quickly swung her legs across the ground and brought the man to his knees before scurrying off. "Impressive, you could hire yourself out as a kiddy ride."

"_Thanks_." Shocker chuckled sarcastically before rounding on the girl and blasting her point-blank, sending her into the ceiling and she fell into _another_ pile of garbage. "But I _already_ got a job I love." He said walking over the plank to see Spider-Woman buried in the garbage.

The girl had been dazed for a moment and the sound of hydraulics hit her ears and the garbage started to compress around her. She felt the stirrings of panic and tried to struggle, but to no avail and as it closed in around her, she felt herself being pushed back into something square.

Spider-Woman thought she was going to die from the smell alone and when the cube hit the ground, it shook and she kicked the front that blocked her way out open, gasping in relief as she breathed in the relatively fresh air. "Talk about your tight spots." She said to herself as she found the container she'd been in was a fridge and she sniffed her costume, gagging as she did. "I'm alive, but, ugh, I _reek_." She said and pulled out the black sludge that had been her paycheck. "And my paychecks ruined, _perfect_." She said bitterly.

Aw well, least she still got out of the situation with her life, even if she _did_ come out of it smelling so disgusting.


	20. Chapter 20

Chapter 20

During the lunch hour, Perenna saw Ben and Harry steadfastly ignoring each other. "Um, how did your studying go yesterday?"

"It was painful, just like how you smell right now." Ben retorted and Perenna sniffed her clothing, pulling back in disgust.

"I'm not dumb, and if anything was painful it was you glaring at me for no reason!" Harry shot back angrily.

"I have my reasons; I just don't like you all that much." Ben said shrugging and the redhead still looked irritated.

"That's not a reason!" Harry snapped and Ben scowled at him.

"Do I really smell that bad?" Perenna questioned frowning.

"Yes." Ben deadpanned before taking a small bottle out of his pocket. "Here, use this."

Perenna looked at the bottle with a raised brow. "Perfume? Why do you carry this around?"

"I _thought_ you might need it, I'm 'psychic' after all." Ben replied smirking.

Harry rolled his eyes. "You're not psychic, just a very good guesser." Then he smirked. "And besides, none of you 'predictions' have come true yet."

Ben's smirk only widened. "Not yet they haven't, but they _will_."

Gwen walked over with her tray and looked at the way Harry and Ben were glaring at each other and looked at Perenna. "They fighting again?"

"Yup." The brunette answered. "Though I won't be able to help tutor you tonight, I need to go," she glanced at Gwen and very well couldn't let it slip that _she_ took the photos of Lizard-Connors, "uh, do something, but uh, Ben can help you instead."

This made both Harry and Ben turn their glares at _her_, letting the brunette know exactly how much they _hated_ the idea.

* * *

><p>Though Perenna had taken Robbie's suggestion about a new camera seriously, she actually needed the new camera as its upgraded parts held some material that she was a <em>going<em> to need for her prototype of the suppressor band.

And while she was still trying to reason with herself that Ben helping Harry study was for the best, to help the two try and sort out their issues, or whatever issues Ben had with Harry, she felt that it wasn't going to work.

Perenna was about to go into the electronics store when the man inside closed the blinders and turned the sign to show the red closed sign. "Uh, I need to buy a new camera."

"We're closed, go away." The man replied timidly.

"The sign says you don't close for another _hour_." Perenna shot back.

"Sign's wrong, come back tomorrow." The man said closing the last of the blinders and Perenna was beginning to feel that something was off. She went around back before shedding her clothes to reveal her red and blue costume with black webbing designs running along it. She found a truck out back and hid herself on the darkness of the ceiling, waiting patiently for whomever to come out.

She saw two recognizable figures come out of the store carrying a T.V. "I'm telling y, we gotta cash in fast. Once Hammerhead spreads word that Spider-Woman's croaked; it'll be open season for every hood in the city." She head Marko say.

"I still can't believe I didn't cash in her chips myself." O'Hirn grunted before he stopped. "Something smells bad."

"Aw _still_?" Spider-Woman complained as she lowered herself from the ceiling. "I washed this costume _five times_." She added before webbing the two mooks hands to the T.V and landed on the device.

"You?" O'Hirn grunted.

"And now that you trockladytes have deduced that the rumors of my demise have been greatly exaggerated…" Spider-Woman trailed off as she saw them staring blankly at her and she let out a heavy sigh. "I'm…not dead." She explained. "Look, never mind, just tell Shocker that I want a rematch." She said and swung off, seeing that the meek man was in the doorway. "Call the cops now." she advised and swung off.

* * *

><p>"That's it, I'm outta here!" Ben snarled as he stalked out of Harry's room with his pack over his shoulder.<p>

"We've only been studying for an _hour_." Harry shot back.

Ben stopped and glared at the redhead. "And that's about all I stand to be in your presence." He hissed.

"Aw come on, what'd I'd ever do to you?" Harry retorted angrily.

Ben's glare intensified, the faintest traces of sparks appearing on his fingers. _'It's what you're _gonna_ do_.' He thought but knew he couldn't very well _say_ that, so he opted for a more…_derivative_ method of escape. He discreetly shot a bolt of electricity from behind his back and shot it at an outlet, the lights flashing as a result. "See, faulty light, gotta go." He said quickly and hurried into the elevator.

_'No matter _what_ mom says, I'm never doing this again._' He thought leaning against the metal at the back of the elevator.

**_"Sure, you say that now_**."

* * *

><p>Perenna looked through the lenses of her new camera and while she was sad that she couldn't actually <em>use<em> the camera for anything but parts, but…Oh, there's Betty. "Uh, hi Miss Brant-Betty." She said as the older woman looked at her in surprise.

"Oh, Perenna, perfect timing." The woman said handing the girl her hotdog and took the mustard from the stand. "How are you this evening?"

"Oh, same old same old." Perenna replied shrugging. "Got a fall formal invite though."

"Really, you have a date?" Betty asked teasingly.

Perenna blushed and while her _first_ choice was currently in a psych ward, she didn't have many options. "Nah, after all, it's just a dance…with rock and roll." She added as an afterthought and the ground suddenly started shaking. "Okay, I didn't mean that literally."

The two of them make their way to the editing room where Robbie was giving out assignments. "Manhattan isn't known for earthquakes, and that was the last one in the last half-hour."

Perenna furrowed her brow. _'Tremor, or Shocker?'_ she thought and made her way over to an open laptop and after taking a quick look around she looked down at the screen. _'All equally spaced…in a straight line, headed uptown. These aren't quakes; they're Shocker's trail of bread crumbs for yours truly. And I think I know where to find his ginger bread house_.' She thought typing in the route they were centering around.

Perenna found that the quakes led to an old opera house and after slinking off to change, she swung off out of a broom closet window. When she arrived, she set up her camera hastily and lowered herself in from a skylight. "Here Shocky, Shocky, Shocky." She called out into the darkened area but noticed to late the form behind her as she was blasted through the seats.

"Really thought I ended you lil' lady, but 'chu got more lives than a bag of cats." Shocker said. "But I reckon we can remedy that situation." He said and blasted her through another row of seats and she crashed into the back wall. "One more at close range outta do it." He said walking toward her as Spider-Woman pulled herself out of the wall.

She felt her front beginning to ache and she rubbed her stomach. _'Oh hell that hurt._' She thought letting out a groan.

"I do admire your…_spunk_, lil' lady. Not enough to let ya go of course. That would be bad for business." Shocker said and tried to blast Spider-Woman, only for her to dodge each one as she swung to the other side of the opera house and stuck to the wall.

"_Who's_ business?"

"Can't tell you _who_."

Spider-Woman pursed her lips before trying again. "Then tell me _why_. What did the friendly neighbourhood Spider-Woman ever do to you?"

"Ah, it ain't nothing personal lil' lady. Simple truth is, if a man's a man, he honors his responsibilities, and _you're_ one of _mine_." Shocker replied and fired another blast at the girl, who once again dodged and swung off to another balcony before firing webbing at the man's face, and brought the chandelier above him down with her webbing, but the man's suit repelled it.

Spider-Woman felt a plan form in her mind. "Well, this place _is_ condemned." She said to herself and dodged three more blasts and yanked a dirty curtain from the stage before pulling it over Shocker, only for him to blast his way through it.

"You know it really ain't wise to make a dangerous man look _foolish_." He said trying to blast the girl again.

"You don't need _my_ help with that." Spider-Woman shot back and dodged another blast. "You looked in the mirror lately? Talk about incompetent. I mean, you've has more shots at me than Marko or O'Hirn, and you've _done_ about as well too." She added and dodged more blasts sent her way.

"Those boys are _punks_. This is my _profession_." Shocker retorted and fired another blast at the girl.

"You do this for a _living?_" Spider-Woman questioned as she swung back across the theatre. "With _that_ accent I was thinkin' Rodeo Clown." She chuckled as she took on a western accent.

"Don't 'chu mock me _woman_!" Shocker snapped blasting at the pillar Spider-Woman had landed on and it was sent flying back.

"I mock. I'm a mocker." She replied as she jumped onto a piece of the debris of the pillar as it passed underneath her. "Also a puller, a tugger, a yanker." She added brightly as she webbed the two pillars behind the man and they were pulled back with her.

A few moments later the entire place came down and Spider-Woman landed on the stage with a bow. "And _that's_ what they call bringing down the house." She said and after a moment realized that there had been a robbery at TriCorp and only adding to the fact she had to dig him out.

Spider-Woman dug the man out and after dragging him over to a nearby lamppost and because she knew the man could probably blast his way out of her webbing, she reluctantly began to take the suit off him and was _extremely_ thankful that he was wearing clothing underneath.

She hauled him over her shoulder with one arm and used her other to get the net she was going to make ready. She twitched as she felt something glance across her hip. "You'd better be unconscious still_."_ She hissed under her breath and strung the man up into the net. Spider-Woman folded up the suit, leaving one of her cute little signed calling cards and swung off, taking her cell phone out of her belt and called in the police.


	21. Chapter 21

Chapter 21

After receiving a letter back from Max, Perenna had been feeling on cloud nine, even though Aunt May had seen the note and innocently asked if she herself was going to this dance with this person. Perenna had blushed and barely got out of the house with a flimsy excuse at best.

At the moment though, she watched Ben walk over the table where she, Gwen and Harry were. "So, am I still allowed sit with you's…and Harry."

The redhead glared at Ben before waving it off and proceeded to ignore the 'blond' boy. "Whatever."

Ben sat down just as the speaker came on. "_Morning students, Coach Smith here with a quick announcement. After the injury of our starting tied-in, and the academic suspension of our backup, ahem, the Midtown Mustangs will be holding three days of tryouts, starting this afternoon." _ He said before shutting the speaker off.

"Heh, perfect, I am _so_ there." Harry said.

"Uh, Harry. You know I'm _all_ about being one of the encouraging gal pals, but the words 'catastrophic bone-breakage' _do_ come to mind here." Gwen explained.

"Yeah Har,' have you seen the size of those guys?" Perenna questioned.

"Come on, if you're worried, how about a little moral support? Go out, uh, _try out_ with me then." Harry said hastily.

Perenna grimaced. "Uh, you _do_ realize that they'd snap me in half like a twig right? I mean, just look at how _tiny_ I am."

"It's true, she's so short." Ben said lightly.

Perenna glared at her son before smirking. "Why don't _you_ try out then?"

Ben choked on his food before spitting it out. "_No way_, not in a million years. You will never convince me to do this…"

* * *

><p>"…I can't believe she talked me into this." Ben muttered to himself as he stood with the other football hopefuls. He started to channel his frustration into energy before Toxin could take his motivation away.<p>

And that was his hatred of all sports. He was a 'brain,' and his loathing of sports was ingrained in his blood.

And nothing was gonna change that.

* * *

><p>"Oh, Toxin could get used to this." 'Toxin' said tossing a football into the air, the sardonic glee in his voice apparent to his mother.<p>

"So much for 'never gonna do this,' huh?" Spider-Woman questioned smirking.

'Toxin' smirked back under his 'mask.' "The fact 'Toxin' got to show up everyone was just the icing on the cake." He paused. "Speaking of cake, Toxin could go for some chocolate cake after."

An alarm cut through the night air and Spider-Woman looked off into its direction. "Cake's gonna have to wait." She said and the two made their way and Spider-Woman lowered herself down from the bank and sighed when she saw who was doing the thieving. "Ah Marko, this is _so_ getting old." She griped. "Where's your partner?"

"Heh, don't think I _need_ a partner anyway." Marko replied as he enlarged his fist and was about to punch her when her shout caused him to become distracted.

"_Holy hell! Toxin was right!_" Spider-Woman shouted.

'Toxin' took the moment to jump down and tried to knock the man back, but got grabbed by the foot and slammed into the ground.

Spider-Woman stared. "What just-"

"Happened? I just happened. Sandman happened." Marko said cutting her off and punched the girl in the stomach before looking back down at 'Toxin.' "You, you _knew_ this was gonna happen!"

"Hey, Toxin _did_ warn you. Not Toxin's fault if you didn't listen." 'Toxin' shot back and rolled out of the way when Sandman tried to flatten him with a giant sand hammer. "Why'd you do it, get tired out being a teeny, tiny, lady's punching bag? Haven't you heard it's not nice to hit a lady?" he questioned taking a quick glance at the girl shaking her head as she stood back up.

"Well lucky for me then _you're_ no lady." Sandman shot back and the punch gave 'Toxin' sent the hero flying back.

"He's got you on that." Spider-Woman said grimacing as she held her stomach.

"Oh do shut up." 'Toxin' muttered before he was caught off guard and sent flying into a lamppost by a sand sledgehammer but he quickly swung around it and tried to kick the man's head, only to get stopped by an enlarged sand fist and thrown at Spider-Woman and while she managed to flip up onto the wall, 'Toxin' hit it and rubbed his head. "Tag." He whispered low enough for his mother to hear.

Spider-Woman dodged the sand hand that was about to smack her. "Uh oh." She muttered to herself as her web shooters failed to work. "No, no, no, no. Not a good time to run out of web-" Her sentence got cut off as Sandman decked her into the stomach again with a sand sledgehammer and she quickly punched him in the face, only or it to dissolve and she kicked his legs literally out from underneath him before getting hit with another hammer and she hit a truck that was sent onto its side with a crash.

"Let me guess, you were on a reality show. Changing faces, or completely ridiculous makeovers?" Spider-Woman mocked.

"Nice huh? The Big Man did this to me." Sandman replied. "To get to you."

"The Big Man?" Spider-Woman questioned. "Who's the Big Man?"

"Uh, he, ah, that's need to know only." Sandman replied. "Cleaning your clocks been fun, but I've got banks to rob." He added as sirens filled the air. The man dissolved and slid through the sewer grates and heard him yell, "Aaawww man! My money!"

Spider-Woman chuckled before she retrieved 'Toxin' and he provided her with a ride home.

* * *

><p>"Any more villains gonna show up?" Perenna questioned as she began writing her reply letter to Max.<p>

Ben looked rather reluctant to answer. "Yes."

"Any more of them going to be created by this Big Man?" Perenna questioned.

"One."

"The rest?"

Ben looked _very_ nonplussed to continue. "Uh, maybe I should be going now." he said trying to move discreetly to the window, but Perenna quickly grabbed a hold of his arm.

"Oh no you don't." she said staring at him darkly. "What about the rest?"

Ben was quiet for a while before he sighed. "I'm not exactly sure, but I've _at least_ suspected most of the following were created by the Gob-uh, someone else, or at least played some part of it. Except for one I _know_ that wasn't created by anyone else, and to me, _that one_ is the worst."

Perenna turned her full attention to him now. "Who creates the one you're worried about?" she asked worriedly.

Ben stared at her with the most earnest expression she's ever seen on his face, but his words fill her with horror. "_You do._"


	22. Chapter 22

Chapter 22

The following day, Perenna was still reeling from the fact _she_ was going to create a villain, and needless to say, she was feeling very nervous. And frustrated since Ben was refusing to tell her _who_ it was so she could better prepare herself for it or stop it, but she got the feeling that if Ben wasn't saying anything, then it must also directly affect him.

All in all it was a complicated mess.

Ben came walking down the hall, his expression morose. "I really hate sports, but I like humiliating everyone, does that make me a bad person?"

Perenna stared at him. "Ben, are you on something?"

Ben glared at her and shook his head. "No, of course not."

"Oh." Perenna still found it reasonable to keep an eye on Ben's 'mood swings' in case he got violent. "No, it doesn't make you a bad person, just slightly sociopathic."

"Huh, that doesn't make me feel any better." Ben replied frowning. "Anyway, are you going to the Formal?"

Perenna gave her future son a disbelieving look. "Uh, _no_." she said and saw Ben's face relax. "Are you?"

Ben shrugged. "Heh, maybe, but it'd feel a bit weird since all of you are older than me." He then gave her a scrutinizing look. "Are you _really_ not going? Not even if someone asked you?"

"Ben, I know that I'm not with your father yet, but I still grew to like him." Perenna replied sagely. "All that's left is getting _him_ to see that it's okay. But yes, I'm really not going, not even if someone asked me."

Ben nodded with a smile. "That's exactly what I wanted to hear."

* * *

><p>Perenna saw Ben get on the bus and took the seat behind her and Gwen while she saw Harry leave with the popular crowd.<p>

"So are either of you going to the Formal?" Gwen asked.

Perenna shook her head. "Not me, I'm staying home."

Ben shrugged. "Not sure, maybe if I can find a date." He said offhandedly before looking at Gwen. "Hey, do _you_ want to go with me?" he asked tilting his head.

Gwen raised a brow at him. "Are you sure?" Ben nodded. "Well, I don't see why not."

"Great." The faux blond said smirking before a swerving car suddenly cut through the traffic and he frowned.

"Uh, I better go get pictures." Perenna said getting out of her spot and looked back at them worriedly.

"Be careful is all." Ben said and Perenna nodded before sprinting out of the bus.

Gwen looked at the younger teen. "Are you sure you're not related to her? Maybe like a cousin or something?"

Ben smiled, even if it was a bit forced. "A little of both you could say, and that's all I'm saying." He said as his thoughts went back to what was going to happen in a short time.

**_"It won't be long until gramps reaches touch down._**" Toxin thankfully seemed to find the inevitable arrival of his ancestor as welcoming as he did. **_"But don't worry Benny, when gramps comes after you for taking Mommy away from him, I've got your back."_**

_'Gee, thanks, that means so much_.' Ben thought, but a sliver of worry had already settled in.

He was _really_ not gonna enjoy it when Venom finally arrived.

* * *

><p>Spider-Woman swung after the armoured van and landed on the roof, her spider sense going off before avoiding the sand spikes going through the roof. She swung around the driver's seat and kicked Sandman to the far side of the van. "Surprise." She said and the man as the man turned into sand before reforming. She quickly tried to punch him across the face, only for a sand arm to grab her fist and force her back.<p>

"Gee web head, if I'm over here, who's driving?" Sandman questioned pointing over at the empty driver's seat.

Spider-Woman had no time to reply as the van went through a construction yard and the van landed on its side, with her being tossed out on impact. She groaned as she felt herself being helped up by a couple of the construction workers and her spider sense went off in the process. She pushed the workers back as a wall of sand rose around her and grabbed her before forming into a hand and Sandman's left hand turned into a spike aimed for her head.

Spider-Woman quickly grabbed the spike and used it to crush the hand holding her before jumping over her opponent and onto the new frame or the being constructed. She dodged an enlarged sand arm that was trying to smash her and she began webbing him up.

She chuckled to herself as she continued to apply more webbing. _'Good thing I refilled the web shooters_.' She thought. "Aww, all webbed up and nowhere to go?" she cooed.

"Heh, who do think I am, Flint Marko?"

Spider-Woman tilted her head. "Is that a trick question?"

"Spider tricks don't work on the Sandman." The man said reforming outside the webbing. "But do sand tricks work on the Spider-Woman?" he questioned before deforming under a stack of I-beams.

"Oh, this can't be good." Spider-Woman said to herself as the dozen I-beams were sent flying at her and after quickly dodging the first batch, she got caught as half a dozen of the beams were dropped onto her. The beams landed in a way that they mostly landed on each other and other than just having to dig her way up, she was relatively fine. She pulled the top half of her body out of the beam pile and let one arm rest over beam in front of her as she rubbed her head, the sound of the beams falling having hurt her ears.

Her adversary strode over to her with a grin on his face. "You know I hadn't planned on commin' after you, but you're just determined to be the cloud hangin' over my sandy beach," he said as his right fist formed into a hammer, "time to change the weather. Forever."

Spider-Woman's knee jerk reaction was to send a glob of webbing onto Sandman's face and she then launched a web line into the air that went over an I-beam and the line dropped back down to the beams on her. Once the Sandman pulled the webbing off his face, Spider-Woman pulled the beams off her and jumped onto one of the scattered beams, her eyes narrowing behind her mask.

"Alright, Sandman, show me what you got. Or better yet; I'll show _you_!" she said as she jumped down and grabbed the beam she had been on before bringing over her head like a club and smashing it down on Sandman.

The man just reformed though and punched her once again in the gut. "Wow, you sure showed me." He said sarcastically as his fists turned into hammers.

"Well the hammer thing's getting old pal." Spider-Woman grunted as she dodged a hit before leaping over her opponent, only for a set of tendrils to pin her to the side of a cement mixer and she quickly punched through them, only for the sand to reform.

"I can keep this up all night, can you web head?"

Spider-Woman pulled a girder down onto the sand arm with her webbing before she jumped back onto the cement mixer and dodged the tendrils that came at her before jumping onto the construction building and she jumped from beam to beam as her left hand slid off a beam with a low scraping sound. She shook off the sand before looking down at the cement mixer. _'I guess if I'm going to win, I'm going to have to take a dive. Literally_.' She thought and jumped in mid-air as she let herself get hit onto the roof of the building.

The girl stayed down as Sandman made his way up and she noticed that he didn't notice the valve for the cement mixer right above him. "It's over, Spider-Woman. When you were the only one with powers, you had me beat, but now King Sandman reigns supreme." He said as his right hand formed into a hammer and his left into a spiked mace.

"Your majesty." Spider-Woman drawled before webbing the valve off the cement mixer. "Allow me to build a statue in your honor." She continued sarcastically as she poured the contents onto the man and turned him into a concrete statue. "Michelangelo, eat your heart out." She added as she spit out the sand stuck in her mouth.

* * *

><p>"You didn't make the team?" Perenna asked as Ben laid down on the edge of her bed as she read Max's response letter to hers, seeming very happy about the fact she was already started on making the suppressor band she promised to make him if the words were any indication.<p>

Ben shrugged. "It doesn't matter that much, I'm still going to get that 50 bucks in the long run and Osborn can eat his words."

Perenna grimaced. "I don't think I'll ever understand why you don't like Harry. He never did anything to you."

Ben had no reply to that as he looked at her with a serious expression on his face. "He likes you, you know."

Perenna blinked and after a moment, she laughed. "Right, that's a good one Ben." She chuckled. "Eddie I can understand," Ben scowled at that, "but Harry? I don't think I'm his type."

"How do you? Has he ever had a girlfriend before?" Ben shot back.

Perenna shook her head as she set the letter down. "Besides, you said he marries Liz, so there's nothing to worry about here." She said optimistically.

Ben grimaced as he turned over on his side. "Then let _him_ know that, even if you don't think he likes you, make it clear that you're not available. Unless you want a situation like Brock's too happen."

"What?" Perenna questioned sharply as she looked at the younger teen. "What's that supposed to mean."

Ben's grimaced turned into a scowl as he realized he'd said that aloud. "Nothing. Just...nothing."


	23. Chapter 23

Chapter 23

Perenna gave Ben another look from across the table they were eating lunch at. Earlier that day they had both stopped a theft in progress, but Ben had gotten a little carried away and let out a laugh that chilled Perenna even now.

She wondered not for the first time what Ben might possibly be on.

Perenna saw Harry coming over with his own lunch tray and smiled. "Hi 'Har, how are you today?"

The boy smirked as he sat down next to Ben, not even acknowledging the glare her was getting as he waved a dark-skinned girl at another table. "Well its official, I'm going to the dance with Glory Grant."

"I'm going with Gwen." Ben said flatly.

Harry looked over at Ben briefly before looking at Perenna. "Are you going with anyone?"

Perenna shook her head. "No, I'm staying in tonight."

A hand suddenly came down on her head and began ruffling it up. "Puny Parker doesn't have a date? What a shock." Flash said sarcastically.

Perenna took her ponytail out and smoothed it out before tying it back up and glared at the other teen. "I can _to_ get a date; I just don't want to go."

Ben blinked before an opportunity presented itself. "That's right, and too prove it, I'll make a bet with you." He said and Perenna gave him a sharp look, but he ignored it. "Loser goes as a cheerleader for Halloween if she doesn't show up with a date to the dance."

Flash chuckled. "You're on, _kid_." He said smirking before going back to his table.

Perenna reached over the surface of the table and cuffed Ben on the side of the head. "What the hell was that about? Did you not just hear what I said?"

Ben shrugged as Harry rolled his eyes. "You see, Perry, there _is_ something wrong with him." he said and Ben glared over at him.

"There is not." The 'blond' said before looking back at Perenna. "And you should really head over to the Bugle right now."

Perenna looked at him suspiciously. "Why, is this another one of your 'psychic' predictions?"

Ben smirked at her. "Why don't you go and find out?"

Perenna rolled her eyes, but knew better than to ignore what he said as she stood from her seat. "I guess I gotta go then."

"Wait, you actually believe him?" Harry asked surprised.

Perenna shrugged on her way to the exit. "He's never been wrong yet."

* * *

><p>Perenna was about to leave the broom closet after changing into her street clothing but stopped after she barely got the door open and saw Jameson get lifted off the ground by a man in rhino outfit. "…I mean, how may I be of service?"<p>

"Perenna Parker!" The familiar voice roared. "Now."

Perenna felt her eyes widen as she saw Jameson spot her, but incredibly, instead of giving up her location, only signaled for her to get out. "Never seen her; only makes contact by e-mail."

Perenna moved back into the closet and ditched her clothing before pulling her mask over her eyes and jumped out the window to swing around the building to the open window in the editing room.

"What do you think I am, stupid?" The rhino man yelled before he was about to crush Jameson with a desk.

"Well you are dressed stupid." Spider-Woman retorted before webbing the man's eyes and swung in to grab Jameson when the desk was about to fall on him and stood on the ceiling.

"Hey, put me down!" Jameson shouted.

Spider-Woman didn't reply as she dropped the man but webbed him to the ceiling by a strand before re-enforcing it with a few more strands of webbing. "It's for your own safety picklepus." She replied before dropping off the ceiling. "What do you want with Parker?"

"You; just you." The man said pulling the webbing off his face. "And payback for all the times you took me down."

"O'Hirn?" Spider-Woman questioned in surprise.

"Not anymore, call me Rhino!" The man shouted before throwing a desk at her and she jumped over it, so the object crashed through Jameson's door instead.

"Hey, watch it! Glass doors are expensive!" he shouted.

Spider-Woman launched herself at Rhino and did a double kick, only for her to bounce off and webbed the guy's hands in a cocoon, but the man ripped the webbing apart a moment later.

"Look who's useless now, lady." He chuckled.

_'Flint Marko becomes Sandman and now this?'_ Spider-Woman thought as Rhino threw more objects at her. _'What's the Big Man's next move? Turning Flash Thompson into the Belligerent Bugzapper?_' she added and took a fire extinguisher off the wall and slammed it down onto Rhino's shoulder, only to shake as the ripple went up her arms and she tried again, but had to dodge the punch aimed at her hung off the man's chest by her feet before leaping up to kick him in the face and Rhino crushed the extinguisher in his bare hand.

_'If _I_ can't stop this bruiser, then maybe two feet of concrete will.'_ Spider-Woman thought beckoning the man to the back wall and when he charged he went right through the wall and was sent free falling down. Spider-Woman sent two thick web lines down that latched onto Rhino's shoulders and tried to pull, though the guy was too heavy to stop.

She heard the crash and looked down to see the crater in the street and saw a car about to crush Captain Stacy before she webbed it. "This one's mine detective." She said after swinging down. "Hey needlenose!" she said swinging around the Rhino's horn. "Party's over here!" she added before leading him away from the man away.

"Ah ha! You like being hunted freak?" Rhino yelled.

Spider-Woman gritted her teeth. "Would you _please_ look at who's talking?"

"Oh I may be a freak, but I'm not a coward." Rhino shouted back as sweat poured off his face as he chased after her. "Even the _old_ O'Hirn never ran away scared!" he shouted before kicking a fire hydrant open and drenching his face and continued chasing after her again.

_'I'm scared alright. Scared someone will get hurt.'_ Spider-Woman thought as she caught the fire hydrant and lowered it to the street. _'Gotta lure rawhide somewhere deserted.'_ She added as she crouched on a lamppost and when Rhino tried to jump at her, she swung off. "Hurry up, hippo! WHOA!" she yelled as her spider sense went off and she was barely able to dodge a truck coming at her in time. '_Man, where am I supposed to find a deserted place in a city of 8 million?'_

"Stupid truck, made me lose the spider lady." Rhino said smashing the truck.

"Ahem." Spider-Woman said in annoyance as she hung upside down on a web line as Rhino threw the truck's engine at her, she landed on a wall, but saw the debris falling from the hit spot about to fall onto a mother who pushed her daughter out of the way and she swung in to grab the woman and when she set her down, the mother and daughter ran off.

Spider-Woman looked back and jumped on the wall just as Rhino charged at it and she tried to climb up it, but the wall was crumbling faster than she could move. Before she hit the ground, Rhino caught her by the foot and slammed her into the ground twice before sending her flying through the air and she crashed into a sporting good's store, only to see what she was going to collide with. "That's gonna leave a mark." She groaned as she hit the weight display.

Spider-Woman caught a breather moment before Rhino came crashing in through the doors and stalked over to her. "This always works in the cartoons." She muttered and webbed a bowling ball rack that sent the balls rolling across the floor, only for Rhino to crush them under his feet. Television can _so_ not be trusted." She said as she tried to get up, but got kicked in the ribs and was sent flying across the room.

"Remember what I did to them bowling balls?" Rhino questioned raising his foot.

Spider-Woman raised her hands. "Weight, weight."

"What?"

"Weight!" Spider-Woman yelled before webbing a racks of weights and bringing it down onto Rhino, though it didn't leave her much time to move as he came out of the pile and sent the equipment flying everywhere a moment later.

"Where'd you go?" Rhino demanded as he started sweating again and punched through the energy drink casing and grabbed a can but squeezed it after trying to open it and jumped the liquid into his mouth.

_'How's that for confident? He stops to satisfy himself before smashing me.' _Spider-Woman thought from her perch on the ceiling. _'Unless…it's _not_ confidence.'_ She thought before an idea came over her and she webbed the can out of Rhino's hand. "Okay, break's over." She said and hoped this plan worked out _before_ she ended up getting killed.


	24. Chapter 24

Chapter 24

Putting her plan into action, Spider-Woman webbed the energy drink out of Rhino's hand. "Okay, break's over!" she called and moved out of the way as he jumped at her, with him flying through the wall and she jumped to one wall, before to another and webbed a dumpster to slam it into the Rhino, and then hurried over to the open street. "Over here, moose! Let's play follow the leader!"

Spider-Woman opened the sewer grate and jumped in, crawling along the ceiling as she briskly made her way further in, hearing the sound of cracking concrete that let her know the Rhino followed after her. "Hooo, hot enough for ya?" she questioned from one of the pipes on the ceiling. "Come on, you big lug. Let's go for a run." She said and ran along the pipes, heaving the Rhino continuing to follow after her.

When he caught up with her, and attempted to gore her, the Rhino instead ended up hitting a steam pipe, turning the sewer into a steaming sauna.

Spider-Woman could feel the effects of the steam too, but she was sure it wasn't affecting her as much as it was the Rhino. "Can't help noticing you stopped spoutin' off." She said tilting her head. "What's the matter, mouth a little dry?" she asked, watching the Rhino panting heavily, but he still attempted to run at her, fists swinging, which only busted more pipes the more she dodged him. "You see, my mistake was trying to crack open that hide of yours."

The Rhino busted open two more of the pipes. "Nothing _can_ do that. Big Man's guys _told_ me. I'm…_impenetrable."_ He said, now sounding a bit delirious.

Spider-Woman nodded, her head still tilted. "Too true. And if _nothing _can penetrate, then you can't perspire." She explained as the Rhino's hands fell to his knees as he tried to keep himself standing. "Your face is sweating for your whole body. It's probably hard enough under most condition, but in a _steam_ tunnel…"

"I gotta…get out of here." Rhino gasped as he tried to get back to the opening grate.

"Eh, yeah, good luck with that." Spider-Woman replied as she kicked the man, knocking him down, and once down, she quickly pulled four more pipes from the ceiling at Rhino. _'Thank you shoddy workmanship._' She thought and doing one more kick, the Rhino fell onto his back, with her landing on his chest and raised her arms like a showman. "Come one, come all; before your very eyes, the world's largest dehydrated turtle!"

"I _swear_ I'm gonna crush you." Rhino drawled. "Promised Big Man I'd crush you…crush you…crush you…crush you…"

Spider-Woman raised one brow. "Are we losing it a bit, Alexander?"

"Only momma calls me Alexander." Rhino groaned. "You're not my _momma_! Not my momma! Momma…"

Spider-Woman nodded to herself. "Yes, I think we are." She chuckled before tapping her chin, and snapped her fingers as an idea hit her.

"Moommaa…" Rhino groaned out again. "Do I have to go to school?"

"So, Alexander," Spider-Woman said, making her voice go sugary sweet, "tell momma; who's the Big Man?"

"Ex-nay…we don't ever use the B-word…" Rhino droned. "Call him…Mr. Lincoln…"

Spider-Woman tilted her head once more before she crawled back up to the surface, the cooler air feeling refreshing, but that didn't stop her from noticing Captain Stacy and a whole SWAT team were also there. "Oh, you're gonna need a crane." She said and looked down at herself with a grimace. _'And I'm probably gonna need a spatula to get out of this.'_ She thought and without further prompting, let the webbing fly as she made her way back to the Bugle.

* * *

><p>After putting her street clothes on, Perenna peered out into the trashed office. "Is…is it safe to come out yet?" she asked timidly.<p>

Coming into view, Betty looked at her incredulously. "Perenna, were you in there the whole time?"

Perenna shrugged shyly. "I'm good at hiding." She said and walked out of the storage room. "So that Rhino guy's gone?"

"Yeah, Spider-Woman came and lead him away." Betty replied, but at the mention of the web-slinger, Jamieson began ranting about how she and Rhino trashed his office.

Perenna grimaced. "I gotta get going, still have school after all." She said and made her way to the elevator, where Foswell had just come out of. Taking a chance, she walked up to him. "Mr. Foswell; do you knowing anything about a Mr. Lincoln?"

"Our 16th president?" Foswell shot back.

"Er, not that Lincoln." Peter replied. "This one might also go by the name 'Big Man."

Foswell scoffed. "You must mean L. Thompson Lincoln. Yeah, rumours surface every few years that he's some kind of crime lord, but hey, I checked it out; Lincoln looks like a little odd, but he's one of the good guys. A true philanthropist, straight as they come. Hey, if there is a Big Man, his name's not Lincoln."

Perenna nodded, storing the information away, but still wanting to investigate on her own. "Thanks for the info, Mr. Foswell." She said and walked into the elevator before fishing out her cell phone, her tone remaining pleasant as Gwen picked up. "Hey, is Ben there with you?"

"_Yeah, you want to talk to him?"_

"Yes, please."

"Hello?"

Perenna's tone turned hard. "Ben, did you honestly think it was funny not to tell me about the giant rhino man? What if I got flattened?"

"_You didn't though."_ Ben replied smugly.

Perenna gritted her teeth. "That's not the point; next time you decide to tell me about the future, just _tell_ me what it is."

"_Where's the fun in that?"_

"Ben!"

Ben's own tone became exasperated. _"Okay, okay, I'll _try_ to be up front, alright? I gotta go; Gwen's giving me this look."_

Perenna grimaced. "Bye." She said tersely and put her cell away. Rubbing her temples, she wondered if Ben was also like this with her future self.

* * *

><p>Spider-Woman had long since grown used to Toxin showing up without warning, but what <em>did<em> still unnerve her was how her spider-sense didn't tingle around him at all, and any attempts to ask had been subsequently brushed aside. "What are you doing here?"

"Why, Toxin came to provide back up." Toxin replied, acting like it was the most obvious answer.

Spider-Woman rolled her eyes behind her mask. "Of course you did." She muttered and crept into the darkened room of Lincoln's home as the sun began to set outside and when two people ran in, she quickly webbed them and tossed them onto the ceiling, landing on the desk while Toxin remained on the ceiling. "I'm here to see Mr. Lincoln."

"Then you should make an appointment." A deep, gravelly voice said as the chair in front of the desk spun around to reveal an albino man. "But perhaps we'll make an exception, for the hero of the day. I am L. Thompson Lincoln."

"What am I? A second rate sidekick?" Toxin muttered, but Spider-Woman ignored him for the moment.

"Please, you're the Big Man."

"In my life, I've been called many names." Lincoln said as he stood up from his chair. "My favorite is _Tombstone."_

Spider-Woman tensed up. "Back off; I just took down the Rhino; a pale guy in a suit doesn't scare me-"

She was promptly back-handed across the face and the momentum landed her on the ground. She heard Toxin snarl and she watched him drop down from the ceiling, his fist primed to slam into Lincoln's face, but the man only deflected the hit and flipped Toxin onto his back, pinning him to the floor with his shoe.

"Don't move, just listen." Lincoln said, and while he was looking at Toxin, the message felt like it was meant for Spider-Woman. "The Big Man, whoever might be, has nothing against heroes." He continued. "No hero can thwart enough crime to dent his income." He added, lifting his foot off Toxin, who rolled into a crouch, but Spider-Woman reached forward to grab his shoulders to still him. "But you, Spider-Woman, you frighten criminals off the streets entirely, except when you're off battling the likes of the Rhino; the Big Man's profitable army of petty thugs think themselves…_beneath_ the spiders' notice." He explained and walked over to the window while Toxin checked over Spider-Woman's stinging cheek, but her eyes remained fixed on Lincoln, the pieces beginning to fit now.

"So as long as I keep fighting crime, you'll keep making bigger and badder-"

"Now you're learning." Lincoln said turning to face her. "But there is a way out. Come work for me," he lifted up a briefcase and opened it, revealing dozens of clipped money, "and you can still save the world like a good hero. I'll even pay you; both of you, if your sidekick is going to be part of the package. All you both have to remember is to look the other way on occasion. On any occasion I choose."

Toxin growled beside her, and Spider-Woman had to agree. "I can't _ever_ look the other way again." She said and they both slid into a crouch. "Let's finish this."

Lincoln closed the briefcase with a sigh. "If you insist." He said and likely having pressed a button, a beep sounded and the doors opened to reveal two police officers. "Officers, Spider-Woman and her accomplice have trespassed on my property, assaulted my employees, and threatened my person."

"No-wait, you can't listen to him," Spider-Woman said, raising her hands, but Toxin webbed a chair and threw it out the window, taking off, "he's the bad guy, he's-"

"Freeze Spider-"

Spider-Woman didn't hear much more as she felt a web line connect with her back, and as she was pulled out, she partially took back about what a pain in the backside Ben could be. "I can't believe this." She said once he released her and they were running along the rooftops. "I've never been in trouble with the police."

"First time for everything." Toxin retorted, but Spider-Woman glared at him. "You have your way of coping, I have mine."

Spider-Woman conceded to that at least. "All this time, I won all the battles, and yet I never came close to winning the war." She looked over at Toxin, who pointedly didn't look at her. "Well, Tombstone did make one mistake, now that I know there is a war, he can bring it!"

Toxin's mouth curved up slightly. "That's it, reach for that optimism, and never let it go. No matter what happens."


	25. Chapter 25

Chapter 25

"So how do I look?" Ben said looking himself over in Perenna's mirror as she wrote yet another letter to Max. "You don't know what I went through to get this."

"You look fine." Perenna said distractedly. "Shouldn't you be going to Gwen's to pick her up though? If you think the Look is scary when she's annoyed, you don't want to see it when she's mad."

"It's okay; I called her up earlier to tell her that we'd be going as a group." Ben replied easily.

Perenna paused, her brows furrowing as she looked over at Ben. "What are you talking about? I thought we established I wasn't going to that dance tonight."

Ben's eyes shifted sly over his suit. "Yeah, but someone might have told Aunt May that you changed your mind, and that another someone will be arriving in, like, another ten minutes." He said and made his way over to the window.

Perenna opened her mouth to speak, but just as Ben jumped out the window, Aunt May opened the door with a smile on her face and a fuchsia dress in her hands. "What is that?"

"I know you don't like pink, but it matches you so well, and no offense dear, but blue tends to make you look washed out." Aunt May said.

Perenna grimaced. "Gee, thanks for letting me wear blue all these years then." She muttered and held up the dress at arms-length. "Is there any reason for the dress?"

"The dance silly." Aunt May said. "Mary Jane will be here shortly, so you should be ready at that time; I'm so glad you changed your mind, you really need to get out more."

Perenna sighed. "She does know I'm a girl, right?" she asked, this not being the first time her nickname confused people who hadn't met her.

"Of course, just think of this as a friendly outing, like those playdates you used to have when you were younger." Aunt May said.

Holding it to her chest, Perenna peered down at herself. "Well, it's…kinda nice, I guess." She said reluctantly. "I'll go change then." She added and walked into the bathroom, and when she came back out several minutes later, she found Ben sitting on her bed, a camera in hand. "Hey, what are you-"

"Smile." Ben said taking her picture, which had her blinking the bright spots away. He shook the photo that came through, and smiled as he wrote something onto the back of it. "Don't forget to send this in with your letter to dad."

Perenna rolled her eyes and snatched the photo from him, setting it down on the desk without a glance. "Now, do I need to keep my phone on, or am I going to have at least one normal night?"

Ben smiled; looking like he knew that those extra minutes in the bathroom were Perenna debating whether leaving her costume on underneath the dress was a good idea. "You'll need it."

"Can you tell me why-"

"I gotta get down to the door, and so should you, since your 'date' is about to arrive." Ben said as he tucked out of the window again.

Perenna groaned, rubbing her temples as she found herself once again annoyed with Ben. Marching down the stairs, Perenna saw Aunt May peering out the window.

"There you are, Perry, I was just going to call you down." She said. "You're simply going to love, Mary Jane, dear, she's got a wonderful personality."

Perenna raised a brow. "Really now?" she questioned and when the doorbell rang, she opened it, expecting to find someone matching Aunt May's definition of a 'wonderful personality,' and instead found an attractive redhead standing there.

The redhead smiled at her. "Hey there, you must be Perry."

Perenna smiled back at her. "Yeah, sorry about my aunt roping you into her master plan of getting me more social."

The redhead's smile widened. "Always happy to help."

Perenna rolled her eyes, but her still remained. "I hope you don't mind, but this is going to be a group date, and my friend Ben is-"

"Someone say my name?" Ben asked showing up just in time. "If it's alright with you two, we should really go pick up Gwen; do you think Captain Stacy is going to pull the 'overprotective dad' thing?"

"Tell him you're too young and he'll back off." Perenna explained.

Ben raised his brow, expression skeptical. "Somehow I don't think that's going to make either of us look good."

Perenna sighed heavily and Mary Jane chuckled. "See you later, Aunt May."

Aunt May smiled at her before she closed the door. "Have fun, dear."

Ben linked one arm with Perenna and insistently pulled her down the sidewalk. "Come on, if we miss the bus, then we're going to have to _walk_ to Gwen's."

"I can't believe we have to take the bus, this is going to be so embarrassing." Perenna whispered and glanced down at herself. "Not to mention that I have to wear this too."

Mary Jane linked her other arm through Perenna's. "Lighten up, Perry; that color really goes with your tone."

"Yeah, she kinda looks washed out when she wears blue." Ben smirked and Perenna scowled at him. "Easy there, your face might stay like that."

Perenna rolled her eyes again as the three of them walked toward the bus stop, and when they arrived at Gwen's house, it was amusing to see Ben wilt under Captain's 'overprotective father' stare while Gwen looked embarrassed as the age difference was brought up.

Taking pity on them both, Perenna stepped in. "Don't worry, Captain Stacy; Ben knows better than to try anything, his mom raised him to be better than that."

Captain Stacy still looked a bit skeptical, but nodded reluctantly, though he did give Ben a pointed stare. "After the dance is over, you will bring Gwen straight home, understood?"

Ben nodded rapidly. "I understand completely, sir."

Relaxing slightly, Captain Stacy smile slightly. "Have a nice time, Gwen."

Gwen smiled back, if a bit nervously. "I will, bye dad."

Once Captain Stacy shut the door and the group set off for the bus stop, Ben sighed in relief.

Mary Jane peered at him over Perenna's shoulder. "So how do you know Perry? Are you her cousin? You look kinda alike."

Ben shrugged. "I get that a lot." He said and paused. "Though sorry if Perry's gonna ditch you later; she gets called away by the Bugle." He said and Mary Jane raised a brow. "I'm 'psychic', so I know things."

Gwen snorted, but Perenna only rubbed her brow. "Ben," Perenna said in warning, "please don't make Mary Jane think you're weird; you just met her."

Mary Jane chuckled. "It's okay."

Perenna smiled, feeling somewhat relieved. Now if only Ben would tell her just _what_ was going to happen, then maybe she could get through it faster.

* * *

><p>When they arrived at the school, Ben felt two flashes of anger wash over him; one from himself, and the other from Toxin as they spotted Brock at the top of the school steps. <em>'What's he doing here? He's not a student.'<em>

**_"He just doesn't stop, does he?"_ **Toxin complained. **_"I knew we should've offed him!"_**

Ben privately rolled his eyes though he was seething on the inside. '_We can't do that; as much as I don't like him, he's still Mom's friend. For now he is-that is. Besides, he's only going to be a real threat once your Gramps shows up, we need to worry about Goblin Junior right now.'_

**_"I keep telling you, Benny, two birds with one stone."_**

_'No, now stop suggesting murder.'_ Ben thought and noticed that by Perenna's surprised expression, that she had also seen Brock.

"Eddie?" she asked once they were close enough. "What are you doing here?"

"I was actually hoping to catch you here; it's just like when I'd be your date for this, remember?" Brock questioned.

Ben narrowed his eyes; apparently his mother had never told him _everything_ about her past. No wonder his mother didn't want to come tonight; the thought made him sick though.

Perenna bit her lip. "I remember." She said and shifted on her feet. "I wasn't going to come tonight, but Ben here tricked me into it."

When Brock looked at Ben, there was a familiar gleam of disdain in his eyes. "So I have you to thank then?"

Ben bit back a snarl. "No thanks necessary; Perry is my friend, I thought she could get out more."

Dismissing him, Brock looked back at Perenna and grabbed her by the arm, tugging her inside. "You look great by the way."

Perenna looked back at them, shrugging a bit haphazardly as though she wasn't sure what do to. While Ben made a show of waving her off, inside he was silently freaking out. Brock would never had hurt his mom; it was Ben's father that he hated, but it struck in that moment his mother wasn't hadn't him about her relationship with Brock.

'_Toxin, do you know if Mom and Brock were ever together?'_

**_"Benny, that's not how we symbiotes work. If it did, I could tell you everything from Brock's memories to whatever fantasy he's had about Mommy."_**

Ben gagged and caught Mary Jane and Gwen looking at him. "Sorry, thought I swallowed a fly."

Mary Jane raised a brow. "Was this the 'ditch' I should have expected?"

Ben shook his head. "This wasn't supposed to have happened. I didn't know Perry and Br-Eddie came here together."

"You're admitting you're wrong?" Gwen questioned.

Ben turned up his nose. "Never," his tone wavered for a moment, "just a bit worried."

Walking into the gym, Ben was not happy to note how Brock immediately pulled Perenna in for a dance, hugging her all the way. While Ben could see his mother seemed a bit uncomfortable, likely with whatever inner conflict she was having, it only drove home one point for him.

Ben had underestimated Brock's feelings for Perenna and now it made Ben wonder what else he'd changed.


End file.
